Ready Capital Corp
RC 10-K Fiscal year ended Dec. 31, 2024
READY CAPITAL CORP
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K
For the fiscal year ended
December 31
, 2024
OR
For the transition period from to
Commission File Number:
001-35808
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices, Including Zip Code)
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(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
No
☒
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, a 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.
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes
☒
No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements. Yes ☐ No
☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No ☒
As of June 30,
2024
, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was
$
1,313.4
million
based on the closing sales price of the
registrant’s common stock on June 30,
2024
as reported on the New York Stock Exchange.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: The registrant has
163,151,086
shares of common stock, par
value $0.0001 per share, outstanding as of
February 28, 2025
.
Portions of the registrant’s proxy statement for the
2025
annual meeting of stockholders are incorporated by reference into Part III of this
Annual Report on
Form 10-K.
TABLE OF CONTENTS
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Page
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3
FORWARD-LOOKING STATEMENTS
Except where the context suggests otherwise, the terms “Company,” “we,” “us” and “our” refer to Ready Capital
Corporation and its subsidiaries. We make forward-looking statements in this
Annual Report on
Form 10-K
within the
meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). We intend such statements to be covered by the safe harbor provisions for forward-looking statements contained
therein. Forward-looking statements contained in this
annual report
reflect our current views about future events and are
inherently subject to substantial risks and uncertainties, many of which are difficult to predict and beyond our control,
that may cause our actual results to materially differ. These forward-looking statements include information about
possible or assumed future results of our operations, financial condition, liquidity, plans and objectives. When we use the
words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “could,” “would,” “may,”
“potential” or other comparable terminology, we intend to identify forward-looking statements, although not all forward-
looking statements may contain such words. Statements regarding the following subjects, among others, may be
forward-looking, and the occurrence of events impacting these subjects, or otherwise impacting our business, may cause
our financial condition, liquidity and consolidated results of operations to vary materially from those expressed in, or
implied by, any such forward-looking statements:
•
our investment objectives and business strategy;
•
our ability to borrow funds or otherwise raise capital on favorable terms;
•
our expected leverage;
•
our expected investments;
•
estimates or statements relating to, and our ability to make, future distributions;
•
projected capital and operating expenditures;
•
availability of qualified personnel;
•
prepayment rates;
•
projected default rates;
•
increased rates of default and/or decreased recovery rates on our investments;
•
changes in interest rates, interest rate spreads, the yield curve or prepayment rates;
•
the impact of inflation on our business;
•
changes in prepayments of our assets;
•
our ability to complete the contemplated acquisition of United Development Funding IV (
“
UDF IV
”)
and
achieve the expected synergies, cost savings and other benefits from the contemplated acquisition of UDF IV.
•
risks associated with achieving expected synergies, cost savings and other benefits from recent acquisitions,
including the acquisitions of Broadmark Realty Capital Inc. (“Broadmark”), Madison One Capital, M1 CUSO
and Madison One Lender Services (together, “Madison One”), and Funding Circle USA, Inc “Funding Circle”),
and contemplated acquisitions, including the contemplated acquisition of UDF IV, and our increased scale;
•
risks related to integrating a construction lending platform into our existing operations and the origination and
ownership of construction loans, which are subject to additional risks as compared to loans secured by existing
4
structures or land, following the Broadmark Merger (as defined elsewhere in this Annual Report on Form 10-
K)
;
•
risks associated with the divestiture of our Residential Mortgage Banking segment
;
•
market, industry and economic trends;
•
our ability to compete in the marketplace;
•
the availability of attractive risk-adjusted investment opportunities in lower-to-middle-market commercial real
estate loans (“LMM”), loans guaranteed by the U.S. Small Business Administration (the “SBA”) under its
Section 7(a) loan program (the “SBA Section 7(a) Program”), government-guaranteed loans focused on the
United States Department of Agriculture (“USDA”), mortgage backed securities (“MBS”), residential mortgage
loans and other real estate-related investments that satisfy our investment objectives and strategies;
•
general volatility of the capital markets;
•
changes in our investment objectives and business strategy;
•
the availability, terms and deployment of capital;
•
the availability of suitable investment opportunities;
•
market developments and actions recently taken and which may be taken by the U.S. Government, including
pursuant to policies of the new U.S. administration, the U.S. Department of the Treasury (“Treasury”) and the
Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal
National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie
Mac”), the Government National Mortgage Association (“Ginnie Mae”), Federal Housing Administration
(“FHA”) Mortgagee, USDA, U.S. Department of Veterans Affairs (“VA”) and the U.S. Securities and
Exchange Commission (“SEC”);
•
applicable regulatory changes;
•
changes in our assets, interest rates or the general economy;
•
mortgage loan modification programs and future legislative actions;
•
our ability to maintain our qualification as a real estate investment trust (“REIT”) and limitations on our
business as a result of our qualifications as a REIT;
•
our ability to maintain our exemption from qualification under the Investment Company Act of 1940, as
amended (the “1940 Act”);
•
factors described in this Annual Report on Form 10-K, including those set forth under the captions “Risk
Factors” and “Business”;
•
our dependence on our external advisor, Waterfall Asset Management, LLC (“Waterfall” or the “Manager”),
and our ability to find a suitable replacement if we or Waterfall were to terminate the management agreement
we have entered into with Waterfall (the “management agreement”);
•
the degree and nature of our competition, including competition for LMM loans, MBS, residential mortgage
loans, construction loans and other real estate-related investments that satisfy our investment objectives and
strategies;
5
•
geopolitical events such as acts of terrorism, war or other military conflict, and the related impact on
macroeconomic conditions; and
•
the impact of current or future pandemics and epidemics on our borrowers, the real estate industry and global
markets, and on our business and operations, financial condition, results of operations, liquidity and capital
resources.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements, and we caution readers not to place undue
reliance on any forward-looking statements. These forward-looking statements apply only as of the date of this
Annual
Report on Form 10-K.
We are not obligated, and do not intend, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except to the extent required by law. Refer to Item
1A. “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” of
this Annual Report on
Form 10-K
for the fiscal year ended
December 31, 2024
(our "Form 10-K").
RISK FACTOR SUMMARY
We are subject to a variety of risks that are inherent to our business, including risks that may prevent us from achieving
our business objectives or may adversely affect our financial condition, results of operations and liquidity. The following
list of risks and uncertainties is only a summary of some of the most important factors and is not intended to be
exhaustive. The risk factor summary should be read together with the more detailed discussion of risks and uncertainties
set forth in Item 1A. “Risk Factors” of
this Form 10-K
.
•
We depend on Waterfall and its key personnel for our success and we may not find a suitable replacement for
Waterfall if the management agreement with Waterfall is terminated, or if key personnel leave the employment
of Waterfall or otherwise become unavailable to us;
•
There are various conflicts of interest in our relationship with Waterfall which could result in decisions that are
not in the best interests of our stockholders;
•
The termination of the management agreement may be difficult and require payment of a substantial
termination fee or other amounts, including in the case of termination for unsatisfactory performance, which
may adversely affect our inclination to end our relationship with Waterfall;
•
Current or future pandemics and epidemics may adversely affect our borrowers, the real estate industry and
global markets, and our business and operations, financial condition, results of operations, liquidity and capital
resources;
•
The lack of liquidity of our assets may adversely affect our business, including our ability to value and sell our
assets;
•
We anticipate a significant portion of our investments will be in the form of LMM loans that are subject to
risks, such as credit risk;
•
Some of the mortgage loans we will originate or acquire are loans made to self-employed borrowers who have a
higher risk of delinquency and default, which could have a material and adverse effect on our business, results
of operations and financial condition;
•
New entrants in the market for LMM loans could adversely impact our ability to acquire such loans at attractive
prices and originate such loans at attractive risk-adjusted returns;
•
We cannot predict the unintended consequences and market distortions that may stem from far-ranging
interventions in the financial system and oversight of financial markets;
6
•
Interest rate fluctuations may adversely affect the level of our net income and the value of our assets and
common stock;
•
Periods of higher i
nflation
in the U.S. may have an adverse impact on the valuation of our investments;
•
Maintenance of our 1940 Act exception imposes limits on our operations;
•
Accounting rules for certain of our transactions are highly complex and involve significant judgment and
assumptions and changes in such rules, accounting interpretations or our assumptions could adversely impact
our ability to timely and accurately prepare our consolidated financial statements;
•
Provisions for credit losses under the Current Expected Credit Loss (“CECL”) model are difficult to estimate;
•
Cybersecurity risk and cyber incidents may adversely affect our business by causing a disruption to our
operations, a compromise or corruption of the security, confidentiality, or integrity of our Company, employee,
customer, or third-party confidential information and/or damage to our reputation or business relationships, any
of which could negatively impact our financial results;
•
We may seek to sell one of our business segments in an effort to maximize shareholder value, which may
adversely affect our Company, our reputation, our results of operations and financial position or our stock price;
•
Our board of directors (“Board”) will not approve each investment and financing decision made by Waterfall
unless required by our investment guidelines;
•
We use leverage as part of our investment strategy, but we do not have a formal policy limiting the amount of
debt we may incur, and our Board may change our leverage policy without stockholder consent;
•
We may enter into hedging transactions that could expose us to contingent liabilities in the future and adversely
impact our financial condition;
•
Complying with REIT requirements may force us to liquidate or forego otherwise attractive investments, which
could reduce returns on our assets and adversely affect returns to our stockholders;
•
The percentage of our assets represented by taxable REIT subsidiaries (“TRSs”) and the amount of our income
that we can receive in the form of TRS dividends and interest are subject to statutory limitations that could
jeopardize our REIT qualification and could limit our ability to acquire or force us to liquidate otherwise
attractive investments; and
•
Even if we qualify as a REIT, we may face tax liabilities that reduce our cash flow.
7
PART I
Item 1. Business
In this Form 10-K, we refer to Ready Capital Corporation and its subsidiaries as “we,” “us,” “our,” or “our Company”
unless we specifically state otherwise or the context indicates otherwise.
General
We are a multi-strategy real estate finance company that originates, acquires, finances, and services LMM loans, SBA
loans, residential mortgage loans, construction
loans, USDA loans
and, to a lesser extent, MBS collateralized primarily
by LMM loans, or other real estate-related investments. Our loans range in original principal amounts generally up to
$40 million and are used by businesses to purchase real estate used in their operations or by investors seeking to acquire
multi-family, office, retail, mixed use or warehouse properties. Our objective is to provide attractive risk-adjusted returns
to our stockholders primarily through dividends. In order to achieve this objective, we continue to grow our investment
portfolio and believe that the breadth of our full-service real estate finance platform will allow us to adapt to market
conditions and deploy capital to asset classes and segments with the most attractive risk-adjusted returns.
In the fourth quarter of 2023, the Board approved a plan to strategically shift our Company’s core focus to LMM
commercial real estate lending and government backed small business loans, which contemplates the disposition of
assets and liabilities of our residential mortgage banking activities. Accordingly, as of both December 31, 2024 and
December 31, 2023, our Residential Mortgage Banking segment met the criteria to be classified as held for sale on the
consolidated balance sheets, presented as discontinued operations on the consolidated statements of income, and
excluded from continuing operations for all periods presented in this Form 10-K. Item 1. “Business” in this Form 10-K
has been adjusted to exclude discontinued operations unless otherwise noted.
We report our activities in the following
two operating segments:
•
LMM Commercial Real Estate.
We originate LMM loans across the full life-cycle of an LMM property
including construction, bridge, stabilized and agency loan origination channels through our subsidiary,
ReadyCap Commercial, LLC (“ReadyCap Commercial”). These originated loans are generally held-for-
investment or placed into securitization structures. As part of this segment, we originate and service multi-
family loan products under the Freddie Mac SBL program. These originated loans are held for sale, and
subsequently sold to Freddie Mac. We provide construction and permanent financing for the preservation
and construction of affordable housing, primarily utilizing tax-exempt bonds through our subsidiary Red
Stone and its affiliates (“Red Stone”). In addition, we acquire LMM loans as part of our business strategy.
We hold performing LMM loans to term and seek to maximize the value of the non-performing LMM loans
acquired by us through borrower-based resolution strategies. We typically acquire non-performing loans at a
discount to their unpaid principal balance (“UPB”) when we believe that resolution of the loans will provide
attractive risk-adjusted returns.
•
Small Business Lending.
We acquire, originate and service owner-occupied loans guaranteed by the SBA
under the SBA Section 7(a) Program through our subsidiary, ReadyCap Lending, LLC (“
ReadyCap
Lending”). We hold an SBA license as one of only 20 non-bank Small Business Lending Companies
(“SBLCs”) and have been granted preferred lender status by the SBA. These originated loans are either
held-for-investment, placed into securitization structures, or sold. In addition, we acquire, originate and
service USDA loans through our subsidiary, Madison One, as well as originate and service small business
loans through our subsidiary iBusiness Funding LLC.
To qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) we are required to annually
distribute dividends equal to at least 90% of our net taxable income, excluding capital gain, to stockholders. To the
extent that we do not distribute all of our net capital gain, or distribute at least 90%, but less than 100%, of our “REIT
taxable income,” as adjusted, we will be required to pay regular U.S. federal corporate income tax on the undistributed
amount. We are organized in a traditional umbrella partnership REIT (“UpREIT”) format pursuant to which we serve as
the general partner of, and conduct substantially all of our business through, Sutherland Partners, LP (our “operating
partnership”). We also intend to operate our business in a manner that will permit us to be excluded from registration as
an investment company under the 1940 Act.
8
Our Manager
We are externally managed and advised by Waterfall, an SEC registered investment adviser. Formed in 2005, Waterfall
specializes in acquiring, managing, servicing and financing LMM and residential mortgage loans, as well as asset backed
securities (“ABS”) and MBS. Waterfall has extensive experience in performing and non-performing loan acquisition,
resolution and financing strategies. Waterfall’s investment committee is chaired by Thomas Capasse, who serves as our
Chief Executive Officer and Chief Investment Officer, and Jack Ross, who serves as our President. Messrs. Capasse and
Ross, who are co-founders of Waterfall, each have over 30 years of experience in managing and financing a range of
financial assets, including having executed the first public commercial real estate asset-backed securitization for
performing loans and liquidating trusts for non-performing loans purchased from the Resolution Trust Corporation in
1993, through a variety of credit and interest rate environments. Messrs. Capasse and Ross have worked together in the
same organization for more than 30 years. They are supported by a team of approximately
160
investment and other
professionals with extensive experience in commercial mortgage credit underwriting, distressed asset acquisition and
financing, LMM loan originations, commercial property valuation, capital deployment, financing strategies and legal and
financial matters impacting our business.
We rely on Waterfall’s expertise to establish investment strategies and in identifying loan acquisitions and origination
opportunities. Waterfall uses the data and analytics developed through its experience as an owner of LMM loans and in
implementing loss mitigation actions to support our origination activities and to develop our loan underwriting standards.
Waterfall makes decisions based on a variety of factors, including expected risk-adjusted returns, credit fundamentals,
liquidity, availability of financing, borrowing costs and macroeconomic conditions, as well as maintaining our REIT
qualification and our exclusion from registration as an investment company under the 1940 Act.
Our Investment Strategy and Market Opportunities Across Our Operating Segments
Our investment strategy is to opportunistically expand our market presence and to further grow our LMM securitization
capabilities which serve as a source of attractively priced, match-term financing. Capitalizing on our experience in
underwriting and managing commercial real estate loans, we have grown our LMM and SBL origination and acquisition
capabilities.
This is reflected in the growth of our balance sheet;
our book value grew from $536 million as of December
31, 2017 to approximately
$1.9 billion
as of
December 31, 2024
, a
22%
compound annual growth rate (“CAGR”)
.
As
such, we have become a full-service real estate finance platform and we believe that the breadth of our business allows
us to adapt to market conditions and deploy capital in our asset classes with the most attractive risk-adjusted returns.
Our acquisition strategy complements our origination strategy by increasing our market intelligence in potential
origination geographies, providing additional data to support our underwriting criteria and offering securitization market
insight for various product offerings. The proprietary database on the causes of borrower default, loss severity, and
market information that we developed from our LMM loan acquisition experience has served as the basis for the
development of our LMM and SBL loan origination programs. Additionally, our origination strategy complements our
acquisition strategy by providing additional captive refinancing options for our borrowers and further data to support our
investment analysis while increasing our market presence with potential sellers of LMM assets.
The table below presents information with respect to our two business segments.
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December 31, 2024
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|||
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(in thousands, except personnel)
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LMM Commercial Real Estate
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Small Business Lending
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Coordinating Affiliate/ Manager
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Waterfall, ReadyCap Commercial and Red Stone
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ReadyCap Lending, Madison One and iBusiness
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Strategy
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LMM loan originations and acquisitions
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SBA and USDA loan originations, acquisitions and servicing
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Gross Assets
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$8,058,707
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$1,427,281
|
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Loan Portfolio Allocation
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84.7%
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15.3%
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Equity Allocation
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88.9%
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9.7%
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Distributable Earnings
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$29,779
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$57,066
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Distributable Earnings Allocation
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29.8%
|
57.1%
|
|
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Personnel
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118
|
357
|
|
The commercial mortgage market is largely bifurcated by loan size between “large balance” loans and LMM loans.
Large balance commercial loans typically include those loans with original principal balances of at least $40 million and
are primarily financed by insurance companies and commercial mortgage backed securities (“CMBS”) conduits. LMM
9
loans typically include those loans with original principal amounts of between $500,000 and $40 million and are
primarily financed by community and regional banks, specialty finance companies and loans guaranteed under the SBA
loan programs.
LMM loans are used by small businesses to purchase real estate used in their operations or by investors seeking to
acquire small multifamily, office, retail, mixed use or warehouse properties. LMM loans represent a special category of
commercial mortgage loans, sharing both commercial and residential mortgage loan characteristics. LMM loans are
typically secured by first mortgages on commercial properties or other business assets, but because LMM loans are often
correlated to local housing markets and economic environments, aspects of residential mortgage credit analysis are
utilized in the underwriting process. Most LMM loans are amortizing on a schedule of up to 30 years.
Our investment decisions with respect to allocation of capital are dependent on prevailing market conditions and may
change over time in response to opportunities available in different economic and capital market environments. As a
result, we cannot predict the percentage of our equity that will be invested in any particular asset or strategy at any given
time.
The table below presents our historical pre-tax income(loss), net income(loss) to assets, distributable earnings and return
on equity for each of the years ended December 31,
2022
,
2023
and
2024
. See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a reconciliation of net income
to distributable earnings.
|
HISTORICAL PRE-TAX INCOME (LOSS)
($ millions)
|
NET INCOME (LOSS) TO ASSETS (%)
|
|
|
DISTRIBUTABLE EARNINGS
($ millions)
|
RETURN ON EQUITY (%)
|
|
Our Loan Portfolio
As of
December 31, 2024
, our loan portfolio was
$8.5 billion
(excluding PPP loans) and was comprised of
8,422
loans
diversified across 50 states and Europe,
97%
of which were secured by senior liens and the remaining
3%
of which were
secured by subordinated liens.
10
The table below presents a summary of our loan assets.
|
December 31, 2024
|
||||||||
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(in thousands)
|
Segment
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UPB
|
% of Total
|
Carrying Value
|
% of Total
|
|||
|
Bridge
|
LMM Commercial Real Estate
|
$
5,413,832
|
60.0
%
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$
5,160,410
|
60.4
%
|
|||
|
Fixed rate
|
LMM Commercial Real Estate
|
891,675
|
9.9
|
885,417
|
10.4
|
|||
|
Construction
|
LMM Commercial Real Estate
|
952,045
|
10.5
|
787,668
|
9.2
|
|||
|
Freddie Mac
|
LMM Commercial Real Estate
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35,931
|
0.4
|
36,248
|
0.4
|
|||
|
Other
|
LMM Commercial Real Estate and
Small Business Lending
|
390,992
|
4.3
|
370,650
|
4.3
|
|||
|
SBA - 7(a)
|
Small Business Lending
|
1,347,106
|
14.9
|
1,309,443
|
15.3
|
|||
|
Total
|
$
9,031,581
|
100.0
%
|
$
8,549,836
|
100.0
%
|
||||
In the table above,
•
The loan carrying value includes loan assets of consolidated variable interest entities (“VIEs”) and is net of
allowance.
•
Loans with the “Other” classification are generally LMM acquired loans that have nonconforming
characteristics for the Fixed rate, Bridge, Construction, or Freddie Mac classifications due to loan size, rate
type, collateral or borrower criteria.
•
Real estate, held for sale loans and mortgage servicing rights (“MSR”) are excluded.
Loan origination leads come directly through our relationships with commercial real estate brokers, bank loan officers
and mortgage brokers who refer leads to our loan officers. To a lesser extent, we also source loan leads through
commercial real estate realtors, trusted advisors such as financial planners, lawyers, and certified public accountants and
through direct-to-the-borrower transactions.
LMM Commercial Real Estate
As noted above, our LMM Commercial Real Estate segment consists of our LMM loan originations and acquisitions.
LMM Originations.
We operate our LMM loan originations through ReadyCap Commercial. ReadyCap Commercial is
a specialty-finance nationwide originator focused on originating commercial real estate mortgage loans through its
agency multifamily and bridge loan programs. ReadyCap Commercial has been approved by Freddie Mac as one of 12
originators and servicers for multifamily loan products under the Freddie Mac program. We also offer construction and
permanent financing for the preservation and construction of affordable housing, primarily utilizing tax-exempt bonds
through Red Stone. Our conservative approach to credit has resulted in less than 5 basis points of losses incurred on new
originations since our inception.
We originate LMM commercial loans generally ranging in initial principal amount of between $500,000 and $40
million, and typically with an average duration of approximately two to six years at origination. Our originations focus
on first mortgage loans which provide conventional LMM mortgage financing for the full life-cycle of LMM properties
nationwide through the following programs and allocate capital across four products:
•
Construction.
Origination of loans and ownership of construction and pre-construction development loans
that typically have a short-term maturity profile.
•
Bridge.
Loans for the acquisition of properties requiring more substantial expenditures for stabilization,
secured by multifamily, office, retail, mixed use or warehouse properties. The loans are generally interest-
only and have a typical initial maturity profile of two to four years.
•
Fixed rate.
Loans for the acquisition or refinancing of stabilized properties secured by multifamily, office,
retail, mixed use or warehouse properties. The loans are typically amortizing and have maturities of five to
20 years.
•
Freddie Mac.
Origination of loans in initial principal amounts ranging from $1 million to $7.5 million
secured by multifamily properties under the Freddie Mac SBL program and loans for developers/owners of
multi-family affordable rental housing utilizing streamlined tax-exempt and taxable financing solutions.
We sell qualifying loans to Freddie Mac, which, in turn, sells such loans to securitization structures.
11
The following table summarizes the loan features by
product
types.
As of
December 31, 2024
, we have originated approximately
$19.1 billion
in LMM loans since Ready Capital’s
inception. As of
December 31, 2024
, the loans we originated had a
24.2%
CAGR since inception in 2013 based on
origination volume.
The chart below summarizes our annual LMM loan originations
since
2022
.
12
We finance our LMM loans primarily through term-match securitizations.
The table below summarizes our originated LMM loan securitization activities.
|
December 31, 2024
|
|||||||
|
(in millions)
|
Asset Class
|
Issuance
|
Bonds Issued
|
Weighted Average Debt Cost
|
Outstanding Balance
|
||
|
RCMT 2014-1
|
LMM Originated conventional
|
September 2014
|
$
181.7
|
3.2
%
|
$
—
|
||
|
RCMT 2015-2
|
LMM Originated conventional
|
November 2015
|
218.8
|
4.0
%
|
—
|
||
|
FRESB 2016-SB11
|
Originated agency multi-family
|
January 2016
|
110.0
|
2.8
%
|
13.7
|
||
|
FRESB 2016-SB18
|
Originated agency multi-family
|
July 2016
|
118.0
|
2.2
%
|
12.7
|
||
|
RCMT 2016-3
|
LMM Originated conventional
|
November 2016
|
162.1
|
3.4
%
|
25.9
|
||
|
FRESB 2017-SB33
|
Originated agency multi-family
|
June 2017
|
197.9
|
2.6
%
|
41.3
|
||
|
RCMF 2017-FL1
|
LMM Originated bridge
|
August 2017
|
198.8
|
L
+
139 bps
|
—
|
||
|
FRESB 2018-SB45
|
Originated agency multi-family
|
January 2018
|
362.0
|
2.8
%
|
103.9
|
||
|
RCMT 2018-4
|
LMM Originated conventional
|
March 2018
|
165.0
|
3.8
%
|
60.5
|
||
|
RCMF 2018-FL2
|
LMM Originated bridge
|
June 2018
|
217.1
|
L
+
121 bps
|
—
|
||
|
FRESB 2018-SB52
|
Originated agency multi-family
|
September 2018
|
505.0
|
2.9
%
|
223.5
|
||
|
FRESB 2018-SB56
|
Originated agency multi-family
|
December 2018
|
507.3
|
3.6
%
|
259.6
|
||
|
RCMT 2019-5
|
LMM Originated conventional
|
January 2019
|
355.8
|
4.1
%
|
103.6
|
||
|
RCMF 2019-FL3
|
LMM Originated bridge
|
April 2019
|
320.2
|
L
+
133 bps
|
—
|
||
|
RCMT 2019-6
|
LMM Originated conventional
|
November 2019
|
430.7
|
3.2
%
|
218.5
|
||
|
RCMF 2020-FL4
|
LMM Originated bridge
|
June 2020
|
405.3
|
L
+
290 bps
|
—
|
||
|
KCMT 2020-S3
|
LMM Originated conventional
|
September 2020
|
263.2
|
5.3
%
|
238.0
|
||
|
RCMF 2021-FL5
|
LMM Originated bridge
|
March 2021
|
628.9
|
SOFR
+
140 bps
|
193.9
|
||
|
RCMF 2021-FL6
|
LMM Originated bridge
|
August 2021
|
652.5
|
SOFR
+
120 bps
|
315.7
|
||
|
RCMF 2021-FL7
|
LMM Originated bridge
|
November 2021
|
927.2
|
SOFR
+
150 bps
|
597.4
|
||
|
RCMF 2022-FL8
|
LMM Originated bridge
|
March 2022
|
1,135.0
|
SOFR
+
250 bps
|
809.0
|
||
|
RCMT 2022-7
|
LMM Originated conventional
|
April 2022
|
276.8
|
4.1
%
|
262.7
|
||
|
RCMF 2022-FL9
|
LMM Originated bridge
|
June 2022
|
754.2
|
SOFR
+
341 bps
|
469.9
|
||
|
RCMF 2022-FL10
|
LMM Originated bridge
|
October 2022
|
860.1
|
SOFR
+
326 bps
|
718.6
|
||
|
RCMF 2023-FL11
|
LMM Originated bridge
|
February 2023
|
586.0
|
SOFR
+
277 bps
|
425.2
|
||
|
RCMF 2023-FL12
|
LMM Originated bridge
|
June 2023
|
648.6
|
SOFR
+
314 bps
|
421.7
|
||
|
Total
|
$
11,188.2
|
6.1
%
|
$
5,515.3
|
We believe that we have significant opportunity to originate LMM loans at attractive risk-adjusted returns compared to
many banks that have restrictive credit guidelines for target assets. In addition, large banks are not focused on the LMM
market and smaller banks only lend in specific geographies. We believe this fragmented market, combined with the
portfolio expertise required to manage these loans, provides attractive origination and acquisition opportunities and
limits competition. We believe that increased demand, coupled with the fragmentation of the LMM lending market,
provides us with opportunities to originate loans to borrowers with strong credit profiles and real estate collateral that
supports ultimate repayment of the loans.
We expect to continue to source LMM loan originations through the following loan origination channels:
•
Direct and indirect lending relationships
.
We generate loan origination leads directly through our relationships
with commercial real estate brokers, bank loan officers and mortgage brokers that refer leads to our loan
officers. To a lesser extent, we also source loan leads through commercial real estate realtors, trusted advisors
such as financial planners, lawyers, and certified public accountants and through direct-to-the-borrower
transactions.
•
Other direct origination sources.
From time to time, we may enter into strategic alliances and other referral
programs with servicers, sub-servicers, strategic partners and vendors targeted at the refinancing of LMM loans.
LMM Acquisitions.
Our LMM Commercial Real Estate segment also includes our acquired loans generally acquired
through mergers and acquisitions as well as non-performing LMM loans acquired by us through proprietary loan
reperformance programs.
Waterfall specializes in acquiring LMM loans that are sold by banks, including as part of bank recapitalizations or
mergers, and from other financial institutions such as thrifts and non-bank lenders. Other sources of LMM loans include
special servicers of large balance LMM ABS and CMBS trusts, the Federal Deposit Insurance Corporation (“FDIC”), as
receiver for failed banks, servicers of non-performing SBA Section 7(a) Program loans, and Community Development
13
Companies originating loans under the SBA 504 program, GSEs, and state economic development authorities. Over the
last several years, our Manager has developed relationships with many of these entities, primarily banks and their
advisors. In many cases, we are able to acquire LMM loans through negotiated transactions, at times partnering with
acquiring banks or private equity firms in bank acquisitions and recapitalizations. We believe that Waterfall’s
experience, reputation and ability to underwrite LMM loans make it an attractive buyer for this asset class, and that its
network of relationships will continue to produce opportunities for it to acquire LMM loans on attractive terms.
Competition for LMM loan asset acquisitions has been limited due to the special servicing expertise required to manage
LMM loan assets due to the small size of each loan, the uniqueness of the real properties that collateralize the loans,
licensing requirements, the high volume of loans needed to build portfolios, and the need to utilize residential mortgage
credit analysis in the underwriting process. These factors have limited institutional investor participation in LMM loan
acquisitions, which has allowed us to acquire LMM loans with attractive risk-adjusted return profiles.
The table below presents our acquired loan securitization activities.
|
December 31, 2024
|
|||||||
|
(in millions)
|
Asset Class
|
Issuance
|
Bonds Issued
|
Weighted Average Debt Cost
|
Outstanding Balance
|
||
|
WVMT 2011-SBC1
|
LMM Acquired Loans - NPL
|
February 2011
|
$
40.5
|
7.0
%
|
$
—
|
||
|
WVMT 2011-SBC2
|
LMM Acquired Loans
|
March 2011
|
97.6
|
5.1
%
|
—
|
||
|
WVMT 2011-SBC3
|
LMM Acquired Loans - NPL
|
October 2011
|
143.4
|
6.4
%
|
—
|
||
|
SCML 2015-SBC4
|
LMM Acquired Loans - NPL
|
August 2015
|
125.4
|
4.0
%
|
—
|
||
|
SCMT 2017-SBC6
|
LMM Acquired Loans
|
August 2017
|
154.9
|
3.5
%
|
10.2
|
||
|
SCMT 2018-SBC7
|
LMM Acquired Loans
|
November 2018
|
217.0
|
4.7
%
|
—
|
||
|
SCMT 2019-SBC8
|
LMM Acquired Loans
|
June 2019
|
306.5
|
2.9
%
|
116.4
|
||
|
SCMT 2020-SBC9
|
LMM Acquired Loans
|
June 2020
|
203.6
|
3.7
%
|
—
|
||
|
SCMT 2021-SBC10
|
LMM Acquired Loans
|
May 2021
|
232.6
|
1.6
%
|
76.8
|
||
|
Total
|
$
1,521.5
|
3.8
%
|
$
203.4
|
LMM Asset Management Strategy.
Originated LMM loans held in our portfolio had a UPB of
$6.8 billion
and carrying
value of
$6.7 billion
as of
December 31, 2024
. Such loans represented approximately
76%
of the UPB and
78%
of the
carrying value of our total loan portfolio. Acquired LMM loans held in our portfolio had a UPB of
$0.8 billion
and
carrying value of
$0.7 billion
as of
December 31, 2024
. Such loans represented approximately
9%
of the UPB and
9%
of
the
carrying value of our total loan portfolio.
When monitoring and assessing the credit quality of our loan portfolio, we bifurcate the loan portfolio into two
categories (i) Core
and
(ii) Non-Core. The Core portfolio generally consists of loans which we expect to hold to maturity
and generate a competitive return. The Non-Core portfolio generally consists of loans where the primary focus is near-
term liquidation and reinvestment of the equity into core assets.
Core LMM loans held in our portfolio had a UPB of
$6.1 billion
and a carrying value of
$6.0 billion
as of
December 31, 2024
. Such loans represented approximately
67%
of
the UPB and
70%
of the carrying value of our total loan portfolio. Non-Core LMM loans held in our portfolio had a
UPB of
$1.6 billion
and a carrying value of
$1.3 billion
as of
December 31, 2024
. Such loans represented approximately
18%
of the UPB and
15%
of the carrying value of our total loan portfolio. We seek to maximize the value of Non-Core
non-performing LMM loans through through the use of property sales, note sales or foreclosure sales.
The table below presents information on our LMM loan portfolio by delinquency status.
|
December 31, 2024
|
|||||||
|
(in thousands)
|
Core UPB
|
Core Carrying
Value
(1)
|
Non-Core UPB
|
Non-Core Carrying
Value
(1)
|
|||
|
Current
|
$
5,825,024
|
$
5,768,422
|
$
1,171,987
|
$
943,418
|
|||
|
30 - 59 days past due
|
111,449
|
95,058
|
9,010
|
9,010
|
|||
|
60+ days past due
|
130,014
|
122,528
|
407,819
|
290,151
|
|||
|
Bankruptcy / Foreclosure
|
—
|
—
|
10,215
|
8,447
|
|||
|
Total
|
$
6,066,487
|
$
5,986,008
|
$
1,599,031
|
$
1,251,026
|
|||
(1) Includes loan assets of consolidated VIEs and is net of allowance.
Small Business
Lending
We acquire, originate, and service owner-occupied loans guaranteed by the SBA under the SBA Section 7(a) Program
through ReadyCap Lending’s license, one of only 20 licensed non-bank SBLCs. In addition, we acquire, originate and
service USDA loans through our subsidiary, Madison One, as well as originate and service small business loans through
14
our subsidiary iBusiness Funding LLC. Only banks and approved non-bank lenders are eligible to originate loans in the
SBA Section 7(a) Program, resulting in a highly fragmented market. We believe investor demand for pass-through
securities backed by the guaranteed portions of SBA Section 7(a) Program loans has been strong because the principal
and interest payments are guaranteed by the full faith and credit of the U.S. Government. For this reason, we believe that
SBA participating lenders that have sold the guaranteed portions of SBA Section 7(a) Program loans in recent years have
been able to recognize attractive gains
.
The SBA was created out of the Small Business Act in 1953. The SBA’s function is to protect the interests of small
businesses. The SBA classifies a small business as a business that is organized for profit and is independently owned and
operating primarily within the United States with less than $15 million in tangible net worth and not more than $5
million in average after-tax net income. The SBA supports small businesses by administering several programs that
provide loan guarantees against default on qualified loans made to eligible small businesses.
The SBA Section 7(a) Program is the SBA’s primary program for providing financing for start-up and existing small
businesses. The SBA typically guarantees 75% of qualified loans over $150,000 and 85% of qualified loans under
$150,000. While the eligibility requirements of the SBA Section 7(a) Program vary depending on the industry of the
borrower and other factors, the general eligibility requirements include the following: (i) gross sales of the borrower
cannot exceed size standards set by the SBA (e.g., $40.0 million for limited service hospitality properties) or,
alternatively, average net income cannot exceed $5.0 million for the most recent two fiscal years and tangible net worth
of the borrower must be less than $15.0 million, (ii) desired credit is not available for non-federal, non-state, or non-local
government sources without SBA assistance, (iii) the borrower must be a U.S. citizen or legal permanent resident and
(iv) the maximum aggregate SBA loan guarantees to a borrower and its affiliates cannot exceed $3.75 million.
S
BA Section 7(a) Program key features include
:
•
The use of proceeds on fixed assets, working capital, real estate, business start-up costs, purchase an existing
business or refinancing business debt.
•
Maximum loan amount of $5 million;
•
Real estate loans have a 25 year maturity while all other loan purposes have a ten year maturity;
•
Interest rates are negotiated between applicant and lender and are subject to maximums. The current maximums
are i) For loans of $50,000 or less: Prime Rate plus 6.50% ii) For loans of $50,001 to $250,000: Prime Rate plus
6.00% iii) For loans of $250,001 to $350,000: Prime Rate plus 4.50% iv) For loans of $350,001 and greater:
Prime Rate plus 3.00%;
•
The guaranty fee is based on the loan’s maturity and dollar amount guaranteed. The lender initially pays the
guaranty fee and has the option to pass the expense on to the borrower at closing. For loans with a maturity of
12 months or less, the upfront guaranty fees are: i) For loans of $1,000,000 or less: 0.00% ii) For loans greater
than $1,000,000: 0.25% of the guaranteed portion. For loans with a maturity that exceeds 12 months, the
upfront guaranty fees are: i) For loans of $1,000,000 or less: 0.00% ii) For loans of $1,000,001 to $5,000,000:
3.50% of the guaranteed portion of the loan up to and including $1,000,000 plus 3.75% of the guaranteed
portion of the loan over $1,000,000;
•
The annual service fee will be i) For loans of $500,000 and less: 0.00% ii) For loans of $500,001 to $1,000,000:
0.17% of the guaranteed portion of the outstanding balance of the loan iii) For loans of $1,000,001 up to and
including $5,000,000: 0.55% of the guaranteed portion of the outstanding balance of the loan; and
•
A personal guarantee is required from all owners of 20% or more of the equity of the business. Lenders can
require personal guarantees of owners with less than 20% ownership.
15
The illustration below presents our return on equity related to the SBA Section 7(a) Program generated through the
retained yield on the unguaranteed principal balance and sale premium and retained servicing on the guaranteed principal
balanc
e
.
|
75% Guaranteed
|
Guaranteed portion sold at
premium. (Premiums over
10% are split 50/50 with
SBA)
|
or
|
Guaranteed portion sold at
par
|
||
|
25% Unguaranteed &
Retained
|
|||||
|
Interest income is earned on
the retained portion of the
loan
|
The premium paid by
purchaser is immediate
income to us. A 1% annual
servicing fee is retained.
|
When sold at par, service fee
will be in excess of 1.0%
and all of the fee is retained.
|
We have originated approximately
$3.5 billion
in
Small Business Lending (“
SBL”)
loans
since our program’s inception
in mid-2015.
The table below presents our SBL loan portfolio by delinquency status.
|
December 31, 2024
|
|||||||
|
(in thousands)
|
UPB
|
% of Total
|
Carrying Value
(1)
|
% of Total
|
|||
|
Current
|
$
1,277,013
|
93.5
%
|
$
1,249,454
|
95.2
%
|
|||
|
30 - 59 days past due
|
28,156
|
2.1
|
27,214
|
2.1
|
|||
|
60+ days past due
|
60,894
|
4.5
|
36,312
|
2.8
|
|||
|
Total
|
$
1,366,063
|
100.0
%
|
$
1,312,980
|
100
%
|
|||
(1)
Includes loan assets of consolidated VIEs and is net of allowance.
The table below presents information on our sales of originated SBA Section 7(a) Program loans.
|
(in thousands)
|
Proceeds Received for Sale of
Guaranteed Portion of Loans
|
UPB Sold
|
Net Proceeds
|
Weighted Average
Sales Premium
(1)
|
|||
|
Q1 2022
|
$
67,257
|
$
60,323
|
$
6,934
|
11.5
%
|
|||
|
Q2 2022
|
109,287
|
99,827
|
9,460
|
9.5
|
|||
|
Q3 2022
|
105,351
|
97,025
|
8,326
|
8.6
|
|||
|
Q4 2022
|
109,874
|
101,956
|
7,918
|
7.8
|
|||
|
Q1 2023
|
81,315
|
74,252
|
7,063
|
9.5
|
|||
|
Q2 2023
|
106,825
|
97,879
|
8,946
|
9.1
|
|||
|
Q3 2023
|
98,868
|
90,965
|
7,903
|
8.7
|
|||
|
Q4 2023
|
107,273
|
98,525
|
8,748
|
8.9
|
|||
|
Q1 2024
|
149,303
|
135,392
|
13,911
|
10.3
|
|||
|
Q2 2024
|
189,471
|
170,663
|
18,808
|
11.0
|
|||
|
Q3 2024
|
280,341
|
254,285
|
26,056
|
10.2
|
|||
|
Q4 2024
|
232,678
|
210,718
|
21,960
|
10.4
|
|||
|
Total
|
$
1,637,843
|
$
1,491,810
|
$
146,033
|
9.8
%
|
(1)
Weighted average sales premiums are net after sharing any premiums above 10% with the SBA
The table below presents our securitization activities on the unguaranteed retained portion of our SBA Section 7(a)
Program loans.
|
December 31, 2024
|
|||||||
|
(in millions)
|
Asset Class
|
Issuance
|
Bonds Issued
|
Weighted Average Debt Cost
|
Outstanding Balance
|
||
|
RCLT 2015-1
|
SBA 7(a) Loans
|
June 2015
|
$
189.5
|
Lesser of L
+
125 bps
or Prime
-
150 bps
|
$
—
|
||
|
RCLT 2019-2
|
SBA 7(a) Loans
|
December 2019
|
131.0
|
SOFR
+
250 bps
|
18.2
|
||
|
RCLT 2023-3
|
SBA 7(a) Loans
|
July 2023
|
132.0
|
Lesser of 30 day Avg SOFR or Prime
+
0.07%
|
101.0
|
16
In addition, we actively participated in the Paycheck Protection Program (the “PPP”) through the Treasury and SBA
prior to its termination in May 2021. PPP loans have: (a) an interest rate of 1.0%, (b) a five-year loan term to maturity
for loans made on or after June 5, 2020 (loans made prior to June 5, 2020 have a two-year term, however, borrowers and
lenders may mutually agree to extend the maturity for such loans to five years); and (c) principal and interest payments
deferred for six months from the date of disbursement. The SBA guaranteed 100% of the PPP loans made to eligible
borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, was eligible to be
reduced by the loan forgiveness amount under the PPP. These loans also earned an origination fee of 1% to 5%,
depending on the loan size.
FINANCING STRATEGY
We use prudent leverage to increase potential returns to our stockholders. We finance the loans we originate primarily
through securitization transactions, as well through other borrowings.
LMM securitization structures are non-recourse and typically provide debt equal to 50% to 90% of the cost basis of the
assets. Non-performing LMM ABS involve liquidating trusts with liquidation proceeds used to repay senior debt.
Performing LMM ABS involve longer-duration trusts with principal and interest collections allocated to senior debt and
losses on liquidated loans to equity and subordinate tranches. Our strategy includes continuing to finance our assets
through the securitization market, which will allow us to match fund the LMM loans pledged as collateral in an effort to
secure these securitizations on a long-term non-recourse basis.
We anticipate using other borrowings as part of our financing strategy, including re-securitizations, repurchase
agreements, warehouse facilities, bank credit facilities (including term loans and revolving facilities), and equity and
debt issuances.
Our financing agreements require us to maintain a debt-to-equity leverage ratio at certain levels. The amount of leverage
we may employ for particular assets will depend upon the availability of particular types of financing and Waterfall's
assessment of the credit, liquidity, price volatility and other risks of those assets and financing counterparties. We
currently
target a total debt-to-equity leverage ratio between 4:1 to 4.5:1 and a recourse debt-to-equity leverage ratio
between 1.5:1 to 2:1. We believe
that these target leverage ratios are conservative for these asset classes and exemplify
the conservative levels of borrowings we intend to use over time. We intend to use leverage for the primary purpose of
financing our portfolio and not for the purpose of speculating on changes in interest rates. We may, however, be limited
or restricted in the amount of leverage we may employ by the terms and provisions of any financing or other agreements
that we may enter into in the future, and we may be subject to margin calls as a result of its financing activity.
As of
December 31, 2024
, we had a total leverage ratio of
3.8
x
and recourse leverage ratio of
1.3
x
.
Our operating
segments have different levels of recourse debt according to the differentiated nature of each segment. Our LMM
Commercial Real Estate and Small Business Lending segments have recourse leverage ratios of
0.4x
and
0.1x
,
respectively. The remaining recourse leverage ratio is from our corporate debt offerings.
HEDGING STRATEGY
Subject to maintaining our qualification as a REIT, we may use derivative financial instruments (or hedging
instruments), including interest rate swap agreements, interest rate cap agreements, options on interest rate swaps, or
swaptions, financial futures, structured credit indices, and options in an effort to hedge the interest rate and credit spread
risk associated with the financing of our portfolio. Specifically, we attempt to hedge our exposure to potential interest
rate mismatches between the interest we earn on our assets and our borrowing costs caused by fluctuations in short-term
interest rates, and we intend to hedge our LMM loan originations from the date the interest rate is locked until the loan is
included in a securitization. We also use derivative instruments to limit our exposure to changes in currency rates in
respect of certain investments denominated in foreign currencies.
In utilizing leverage and interest rate hedges, our objectives include, where desirable, locking in, on a long-term basis, a
spread between the yield on our assets and the cost of our financing in an effort to improve returns to our stockholders.
We aim to hedge our originated loan inventory pending securitization with respect to changes in securitization liability
cost resulting from both changes in benchmark treasuries and credit spreads. Hedges are periodically re-balanced to
match expected duration of the securitization and are closed at securitization issuance with the resulting gain or loss
17
allocated to the retained basis in the securitization with the objective of protecting the yield for the aforementioned
changes in securitization liabilities.
COMPETITION
We compete with numerous regional and community banks, specialty-finance companies, savings and loan associations
and other entities, and we expect that others may be organized in the future. Additional REITs and other institutions may
increase competition for the available supply of LMM and SBL assets suitable for purchase, which may cause the price
for such assets to rise. Additionally, greater originations and supply of LMM and SBL loans by our competitors may
result in a reduction of interest rates on these loans. In the face of this competition, we expect Waterfall’s professionals
and their industry expertise to provide us a competitive advantage in sourcing transactions and help us assess acquisition
and origination risks and determine appropriate pricing for potential assets. Additionally, we believe that we are
currently one of only a handful of active market participants in the secondary LMM loan market. Due to the special
servicing expertise needed to effectively manage these assets, the small size of each loan, the uniqueness of the real
properties that collateralize the loans and the need to bring residential mortgage credit analysis into the underwriting
process, we expect a restrained competitive demand for these assets. We seek to manage credit risk through our loan-
level pre-origination or pre-acquisition due diligence and underwriting processes, which aims to mitigate the amount of
potential realized losses. However, we may not be able to achieve our business goals or expectations due to competitive
risks. For additional information concerning these competitive risks, see “Item 1A - Risk Factors – Risks Related to Our
Business – New entrants in the market” for risks related to LMM loans that could adversely impact our ability to acquire
loans at attractive prices and originate LMM loans at attractive risk-adjusted returns.
CORPORATE GOVERNANCE
Our Board has adopted guidelines which addresses processes and procedures used to manage company affairs and
includes the structure and balance of power between management and the Board. These Corporate Governance
Guidelines include the composition of our Board, its functions and responsibilities, its standing committees, director
qualification standards, access to management and independent advisors, director compensation, management
succession, director orientation and continuing education and the annual performance evaluation and review of our
Board and committees. In accordance with NYSE’s independence standards, a majority of the directors serving on our
Board are independent. The Audit, Nominating and Corporate Governance and Compensation Committees of our Board
are composed exclusively of independent directors.
We strive to maintain a workplace with the highest ethical standards of professional conduct in all business relationships
which include:
•
Adopting a Code of Ethics, which covers a wide range of business practices and procedures, that applies to our
officers, directors, employees, if any, and independent contractors, to Waterfall and Waterfall’s officers and
employees, and to any of our affiliates or affiliates of Waterfall, and such affiliates’ officers and employees,
who provide services to us or Waterfall with respect to our Company.
Covered persons
may raise, on a
confidential basis, potential violations of the Code of Ethics with the Chief Compliance Officer (as defined in
the Code of Ethics).
•
Implementing a whistleblowing policy for accounting and auditing matters that sets forth procedures by which
any c
overed persons
may raise, on a confidential basis, concerns regarding, among other things, any
questionable or unethical accounting, internal accounting controls or auditing matters with our Audit
Committee.
•
Adopting an Insider Trading Policy for Trading in the Securities of our Company (the “Insider Trading
Policy”), that governs the purchase or sale of our securities by any of our directors, officers, and associates (as
defined in the Insider Trading Policy), if any, and independent contractors, as well as officers and employees of
Waterfall and our officers, employees and affiliates, and that prohibits any such persons from buying or selling
our securities on the basis of material non-public information.
HUMAN CAPITAL MANAGEMENT
We are managed by Waterfall pursuant to the management agreement. Our Chief Financial Officer, Chief Operating
Officer and Chief Credit Officer are dedicated exclusively to us, along with several of Waterfall’s accounting
professionals and an information technology professional who are also dedicated primarily to us. We or Waterfall may in
18
the future hire additional personnel that may be dedicated to our business. Waterfall is not obligated under the
management agreement to dedicate any of its personnel exclusively to our business, other than our Chief Financial
Officer and an accounting professional, nor is it or its personnel obligated to dedicate any specific portion of its or their
time to our business. Accordingly, with the exception of our Chief Financial Officer, Chief Operating Officer and Chief
Credit Officer, our executive officers are not required to devote any specific amount of time to our business. We are
responsible for the costs of our own employees. In our recruitment efforts, we strive to have a diverse group of
candidates to consider for roles and aim to both attract and retain exceptionally skilled employees though a culture
designed to foster and encourage performance, integrity, and inclusion. Waterfall and our Company invest heavily in
developing and supporting our employees throughout their careers and are committed to ensuring that they are engaged
both professionally and socially as we believe our people are the foundation of our success. We encourage the
professional development of our employees through regular in-person trainings and online learning resources and strive
to maintain a work environment that fosters professionalism, high standards of business ethics, teamwork and
cooperation. As of
December 31, 2024
, the Company had
475
full-time employees, excluding employees related to our
discontinued operations. The majority of our Company’s employees are employed by our Company’s subsidiaries. We
do not have, or expect to have, our own employees, as our management team is designated by Waterfall. Our corporate
headquarters are located at 1251 Avenue of the Americas, 50
th
Floor, New York, NY 10020, and our telephone number
is (212) 257-4600.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Set forth below are the name, age, positions with our Company and Waterfall and certain biographical information for
our executive officers and other key personnel.
Thomas E. Capasse,
67
is our Chairman of the Board, Chief Executive Officer and Chief Investment Officer. He is a
Manager and co-founder of Waterfall. Prior to founding Waterfall, Mr. Capasse managed the principal finance groups at
Greenwich Capital from 1995 until 1997, Nomura Securities from 1997 until 2001, and Macquarie Securities from 2001
until 2004. Mr. Capasse has significant and long-standing experience in the securitization market as a founding member
of Merrill Lynch’s ABS Group (1983 – 1994) with a focus on MBS transactions (including the initial Subprime
Mortgage and Manufactured Housing ABS) and experience in many other ABS sectors. Mr. Capasse began his career as
a fixed income analyst at Dean Witter and Bank of Boston. Mr. Capasse received a Bachelor of Arts degree in
Economics from Bowdoin College in 1979.
Jack J. Ross,
67
is our President and a member of our Board. He is a Manager and co-founder of Waterfall. Prior to
founding Waterfall in January 2005, Mr. Ross was the founder of Licent Capital, a specialty broker/dealer for intellectual
property securitization. From 1987 until 1999, Mr. Ross was employed by Merrill Lynch where he managed the real
estate finance and ABS groups. Mr. Ross began his career at Drexel Burnham Lambert where he worked on several of
the early ABS transactions and at Laventhol & Horwath where he served as a senior auditor. Mr. Ross received a Master
of Business Administration degree in Finance with distinction from the University of Pennsylvania’s Wharton School of
Business in 1984 and a Bachelor of Science degree in Accounting, cum laude, from the State University of New York at
Buffalo in 1978.
Andrew Ahlborn,
41
is our Chief Financial Officer. Mr. Ahlborn joined Waterfall in 2010 and was previously our
Controller. Prior to joining Waterfall, he worked in Ernst & Young, LLP's Financial Services Office. Mr. Ahlborn
received a Bachelor of Science degree in Accounting from Fordham University's Gabelli School of Business and a
Master of Business Administration through Columbia Business School. He is a licensed Certified Public Accountant in
New York.
Gary T. Taylor,
65
is our Chief Operating Officer. Prior to joining our Company, Mr. Taylor served as President and
Chief Operating Officer of Newtek Business Credit from May 2015 to March 2019. From 2013 to 2015, Mr. Taylor was
Managing Director at Brevet Capital Management, and before that he was Chief Operating Officer of CIT Small
Business Lending from 2007 to 2013. Earlier in his career, Mr. Taylor held numerous roles within the financial services
industry including Lehman Brothers, Moody's
Investors
Service, AT&T Capital Corporation, Resolution Trust
Corporation, First Chicago Bank & Trust, and Chase Manhattan Bank. Mr. Taylor received a Bachelor of Science
degree, with Honors, in Business from Florida A&M University.
19
Adam Zausmer,
47
is our Chief Credit Officer. Prior to joining Waterfall in 2013, Mr, Zausmer was a Senior
Underwriter with JPMorgan Chase’s Commercial Term Lending business. Prior to JPMorgan Chase, he was a Vice
President on the Credit Risk Management team at Credit Suisse. Mr. Zausmer began his career as a Management
Associate within Citigroup’s Global Shared Services division and transitioned to the Residential Real Estate business as
a Senior Credit Risk Analyst. Mr. Zausmer received a Bachelor of Science degree in Business Administration from the
University of Buffalo in 1999 and a Master of Science degree in Real Estate from New York University in 2007.
RECENT DEVELOPMENTS
On November 29, 2024, the Company entered into a definitive merger agreement with UDF IV
, a real estate investment
trust providing capital solutions to residential real estate developers and regional homebuilders. Upon completion of the
merger, the Company is expected to have a pro forma equity capital base in excess of
$2.2 billion.
Under the terms of the
merger agreement, UDF IV will be permitted to distribute
$75 million of cash on its pre-closing balance sheet to its
shareholders prior to the transaction closing (the “Pre-Closing Distribution”), representing value distributed by UDF IV
to its shareholders of up to $2.44 per share. Following such distribution, as part of the merger consideration, each
common share of beneficial interest of UDF IV (a "UDF IV share") will then be converted into 0.416 shares
(the
“Exchange Ratio”) of Ready Capital common stock, with UDF IV shareholders receiving a total of approximately
12.8
million
shares of Ready Capital common stock. The Exchange Ratio was negotiated to reflect an adjustment for the
expected Pre-Closing Distribution, as well as other valuation adjustments. Based on Ready Capital’s closing share price
on November 29, 2024, the implied value of the Ready Capital shares expected to be issued in connection with this
closing is approximately
$94 million or $3.07
per UDF IV share. At closing, UDF IV shareholders are expected to own
approximately
7% of Ready Capital’s outstanding shares. In addition, as part of the merger consideration, UDF IV
shareholders will be entitled to receive 0.416 contingent value rights per UDF IV share, representing the potential right
to receive additional stock consideration after closing
. The transaction is expected to close in the first half of 2025,
subject to the approval of UDF IV shareholders and other customary closing conditions.
AVAILABLE INFORMATION
We maintain a webs
ite at www.readycapital.com and will m
ake available, free of charge, on our website (a) our annual
report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (including any amendments
thereto), proxy statements and other information (collectively, “Company Documents”) filed with, or furnished to, the
SEC, as soon as reasonably practicable after such documents are so filed or furnished, (b) our Corporate Governance
Guidelines, (c) our Director Independence Standards, (d) our Code of Conduct and Ethics and (e) written charters of the
Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of our Board.
Company Documents filed with, or furnished to, the SEC are also available for review and copying by the public at the
SEC’s website at www.sec.gov
.
We provide copies of our Corporate Governance Guidelines and Code of Conduct and
Ethics, free of charge, to stockholders who request such documents. Requests should be directed to Jacques Cornet, ICR,
Inc., at 685 Third Avenue, 2
nd
Floor, New York, NY 10017.
Item 1A. Risk Factors
Our business and operations are subject to a number of risks and uncertainties, the occurrence of which could adversely
affect our business, financial condition, consolidated results of operations and ability to make distributions to
stockholders and could cause the value of our capital stock to decline. The risks and uncertainties described below are
not the only ones we face but do represent those risks and uncertainties that we believe are material to our business,
operating results, prospects and financial condition. Additional risks and uncertainties not presently known to us or that
we currently deem immaterial may also harm our business.
Risks Related to Our Business
Difficult conditions in the mortgage, residential and commercial real estate markets, or in the financial markets and
the economy generally, including market volatility, inflation
and geopolitical tensions, may cause us to experience
market losses related to our holdings, and there is no assurance that these conditions will improve in the near future.
Our results of operations are materially affected by conditions in the mortgage market, the residential and commercial
real estate markets, the financial markets and the economy generally. Difficult market conditions, as well as inflation,
20
energy costs, geopolitical issues, health epidemics and outbreaks of contagious diseases,
unemployment and the
availability and cost of credit, can contribute to increased volatility and diminished expectations for the economy and
markets. The U.S. mortgage market has been severely affected by changes in the lending landscape and has experienced
defaults, credit losses and significant liquidity concerns, and there is no assurance that these conditions have fully
stabilized or that existing conditions will not worsen. Disruptions in mortgage markets negatively impact new demand
for real estate. Further, disruptions in the broader financial markets, including the occurrence of unforeseen or
catastrophic events such as the effects of
widespread health emergencies, geopolitical tensions or terrorist attacks, could
adversely affect our business and operations. Any such disruption could adversely impact our ability to raise capital,
cause increases in borrower defaults and decreases in the value of our assets, cause continued interest rate volatility and
movements that could make obtaining financing or refinancing our debt obligations more challenging or more expensive,
and could lead to operational difficulties that could impair our ability to manage our business. A deterioration of the
LMM or LMM ABS markets or the broader financial markets may cause us to experience losses related to our assets and
to sell assets at a loss. Our profitability may be materially adversely affected if we are unable to obtain cost effective
financing. A continuation or increase in the volatility and deterioration in the LMM and LMM ABS markets as well as
the broader financial markets may adversely affect the performance and fair market values of our LMM loan and LMM
ABS assets and may adversely affect our results of operations and credit availability, which may reduce earnings and, in
turn, cash available for distribution to our stockholders.
Periods of higher i
nflation in the U.S. may have an adverse impact on the valuation of our investments.
Many factors, including heightened competition for workers, supply chain issues, the relocation of foreign production
and manufacturing businesses to the U.S., increased tariffs, and rising energy and commodity prices could lead to
increasing wages and other economic inputs and result in higher than normal inflation. Inflation can negatively impact
the profitability of real estate assets with long-term leases that do not provide for short-term rent increases or that provide
for rent increases with a lower annual percentage increase than inflation. Continued levels of inflation, particularly at
higher levels, may have an adverse impact on the valuation of our investments.
We anticipate a significant portion of our investments will be in the form of LMM loans that are subject to risks, such
as credit risk.
A loan is considered to be performing if the borrower is current on all contractual payments due for principal and interest
during the most recent 90 days. We consider a loan to be non-performing if the borrower does not meet the criteria of a
performing loan. Non-performing LMM loans are subject to increased risks of credit loss for a variety of reasons,
including, the underlying property is too highly-leveraged or the borrower has experienced financial distress. Non-
performing LMM loans may require a substantial amount of workout negotiations and/or restructuring, which may divert
our attention from other activities and entail, among other things, a substantial reduction in the interest rate or
capitalization of past due interest. However, even if restructurings are successfully accomplished, risks still exist that
borrowers will not be able or willing to maintain the restructured payments or refinance the restructured mortgage upon
maturity. Additional risks inherent in the acquisition of non-performing LMM loans include undisclosed claims,
undisclosed tax liens that may have priority, higher legal costs and greater difficulties in determining the value of the
underlying property.
As of
December 31, 2024
, the average loan-to-value (“LTV”) on the originated portfolio was
68.3%
. The weighted
average LTV of our acquired loans was
80.4%
as of
December 31, 2024
. LTV is calculated by dividing the current
carrying amount by t
he most recent collateral value received. The most recent value for performing loans is often the
third-party as-is valuation utilized during the
original underwriting process. If such LMM loans with higher LTV ratios
become delinquent, we may experience greater credit losses compared to lower-leveraged properties. Additional risks
inherent in the acquisition of delinquent LMM loans include undisclosed claims, undisclosed tax liens that may have
priority, higher legal costs and greater difficulties in determining the value of the underlying property.
Disruptions in the financial and banking sectors may adversely impact our access to capital and our cost of
borrowing, which could adversely affect us, our business or our results of operations.
We finance the acquisition of a significant portion of our commercial and residential mortgage loans, MBS and other
assets with our repurchase agreements, credit facilities, and other financing agreements. Disruptions and uncertainty in
21
the financial and banking sectors, including due to regional bank failures or decreased consumer confidence in the
banking system, may hinder our ability to access capital on reasonable terms or at all. The U.S. and global financial and
banking sectors
have
at times experienced periods of increased turmoil and volatility
and may experience similar periods
of disruption in the future due to factors beyond our control. Such periods of increased turmoil and volatility may
adversely impact liquidity in the financial markets and make financings less attractive or, in some cases, unavailable. If
our financing counterparties become capital constrained, tighten their lending standards or become insolvent, they may
be unable or unwilling to fulfill their commitments to us. Although our financing counterparties are primarily large
national banks, a material disruption to the banking system and financial markets could result in liquidity issues across
the sector, which could adversely impact our access to capital and our cost of borrowing and adversely affect us, our
business or our results of operations.
The lack of liquidity of our assets may adversely affect our business, including our ability to value and sell our assets.
A portion of the LMM loans and ABS assets we own may be subject to legal and other restrictions on resale or will
otherwise be less liquid than publicly traded securities. Our real estate investments, including any properties acquired by
us through foreclosure, are relatively illiquid and difficult to buy and sell quickly. The illiquidity of our assets may make
it difficult for us to sell such assets if the need or desire arises. In addition, if we are required to liquidate all or a portion
of our portfolio quickly, we may realize significantly less value than the value at which we have previously recorded our
assets. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be
relatively limited, which could adversely affect our results of operations and financial condition.
Our and Waterfall’s due diligence of potential LMM loans and ABS assets may not reveal all of the liabilities
associated with and other combined weaknesses in such LMM loans and ABS assets, which could lead to investment
losses.
Before making an investment, we and Waterfall calculate the level of risk associated with the LMM loan to be acquired
or originated based on several factors which include the following: (i) a complete review of the seller’s data files,
including data integrity, compliance review and custodial file review; (ii) rent rolls and other property operating data;
(iii) personal credit reports of the borrower and owner and/or operator; (iv) property valuation review; (v) environmental
review; and (vi) tax and title search. In making the assessment and otherwise conducting customary due diligence, we
will employ standard documentation requirements and require appraisals prepared by local independent third-party
appraisers. Additionally, we will seek to have sellers provide representations and warranties on LMM loans we acquire,
and if we are unable to obtain representations and warranties, we will factor the increased risk into the price we pay for
such loans. Despite our review process, there can be no assurance that our due diligence process will uncover all relevant
facts or that any investment will be successful. Our financial condition and results of operations could be negatively
impacted to the extent we rely on information that is misleading, inaccurate or incomplete.
The use of underwriting guideline exceptions in the LMM loan origination process may result in increased
delinquencies and defaults.
Although LMM loan originators generally underwrite mortgage loans in accordance with their pre-determined loan
underwriting guidelines, from time to time and in the ordinary course of business, originators, including the Company,
will make exceptions to these guidelines. On a case-by-case basis, our underwriters may determine that a prospective
borrower that does not strictly qualify under our underwriting guidelines warrants an underwriting exception, based upon
compensating factors. Compensating factors may include, without limitations, a lower LTV ratio, a higher debt coverage
ratio, experience as a real estate owner or investor, borrower net worth or liquidity, stable employment, longer length of
time in business and length of time owning the property. Loans originated with exceptions may result in a higher number
of delinquencies and defaults, which could have a material and adverse effect on our business, results of operations and
financial condition.
Deficiencies in appraisal quality in the mortgage loan origination and acquisition process may result in increased
principal loss severity.
During the mortgage loan underwriting process, appraisals are generally obtained on the collateral underlying each
prospective mortgage. The quality of these appraisals may vary widely in accuracy and consistency. The appraiser may
22
feel pressure from the broker or lender to provide an appraisal in the amount necessary to enable the originator to make
the loan, whether or not the value of the property justifies such an appraised value. Inaccurate or inflated appraisals may
result in an increase in the severity of losses on the mortgage loans, which could have a material and adverse effect on
our business, results of operations and financial condition.
Changing
market conditions may make it more difficult to analyze potential investment opportunities for our portfolio
of assets.
Our success will depend, in part, on our ability to effectively analyze potential acquisition and origination opportunities
in order to assess the level of risk-adjusted returns that we should expect from any particular investment. To estimate the
value of a particular asset, we may use historical assumptions that may or may not be appropriate during a declining real
estate market or contractions in the general economy. To the extent that we use historical assumptions that are
inappropriate under current market conditions, we may overpay for an asset or acquire an asset that it otherwise might
not acquire, which could have a material and adverse effect on our results of operations and our ability to make
distributions to our stockholders.
In addition, as part of our overall portfolio risk management, we will analyze interest rate changes and prepayment
trends separately and collectively to assess their effects on our portfolio of assets. In conducting our analysis, we will
depend on certain assumptions based upon historical trends with respect to the relationship between interest rates and
prepayments under normal market conditions. Disruptions in the mortgage market or other developments may change
the way that prepayment trends respond to interest rate changes, which may adversely affect our ability to assess the
market value of our portfolio of assets, implement our hedging strategies or implement techniques to reduce our
prepayment rate volatility. If our estimates prove to be incorrect or our hedges do not adequately mitigate the impact of
changes in interest rates or prepayments, we may incur losses that could materially and adversely affect our financial
condition, results of operations and our ability to make distributions to our stockholders.
Any costs or delays involved in the completion of a foreclosure or liquidation of the underlying property may further
reduce proceeds from the property and may increase the loss.
It is possible that we may find it necessary or desirable to foreclose on certain loans we acquire or originate, and the
foreclosure process may be lengthy and expensive. Borrowers may resist mortgage foreclosure actions by asserting
numerous claims, counterclaims and defenses against us including, without limitation, numerous lender liability claims
and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action and
force us into a modification of the loan or a favorable buy-out of the borrower’s position. In some states, foreclosure
actions can sometimes take several years or more to litigate. At any time prior to or during the foreclosure proceedings,
the borrower may file for bankruptcy, which would have the effect of staying the foreclosure actions and further
delaying the foreclosure process. Foreclosure may create a negative public perception of the related mortgaged property,
resulting in a decrease in its value. Even if we are successful in foreclosing on an loan, the liquidation proceeds upon sale
of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us.
Furthermore, any costs or delays involved in the completion of a foreclosure of the loan or a liquidation of the
underlying property will further reduce the proceeds and thus increase the loss. Any such reductions could materially and
adversely affect the value of the commercial loans in which we invest and, therefore, could have a material and adverse
effect on our business, results of operations and financial condition.
Real estate properties acquired through foreclosure subject us to additional risks associated with owning real estate.
We have acquired real estate properties through foreclosure, which exposes us to additional risks, including, but not
limited to, the following:
•
facing difficulties in integrating these properties with our existing business operations;
•
incurring costs to carry, and in some cases make repairs or improvements, which results in additional expenses
and requires additional liquidity that could exceed our original estimates and impact our operating results;
•
being unable to realize sufficient amounts from sales of the properties to avoid losses;
23
•
being unable to sell properties, which are not liquid assets, in a timely manner, or at all, when we need to
increase liquidity;
•
properties being acquired with one or more co-owners (called tenants-in-common) where development or sale
requires written agreement or consent by all; without timely agreement or consent, we could suffer a loss from
being unable to develop or sell the property;
•
maintaining occupancy of the properties;
•
controlling operating expenses;
•
coping with general and local market conditions;
•
complying with changes in laws and regulations pertaining to taxes, use, zoning and environmental protection;
•
possible liability for injury to persons and property;
•
possible uninsured losses related to environmental events such as earthquakes, floods or mudslides; and
•
possible liability for environmental remediation.
If any of our properties incurs a vacancy, it could be difficult to sell or re-lease.
One or more of our properties may incur a vacancy by either the continued default of a tenant under its lease or the
expiration of one of our leases. Certain of our properties may be specifically suited to the particular needs of a tenant
(e.g., a retail bank branch or distribution warehouse), and major renovations and expenditures may be required in order
for us to re-lease vacant space for other uses. We may have difficulty obtaining a new tenant for any vacant space we
have in our properties. If the vacancy continues for a long period of time, we may suffer reduced revenues, impacting
our ability to make distributions to our stockholders. In addition, the resale value of a property could be diminished
because the market value of a particular property will depend principally upon the value of the leases of such property.
Our properties may be subject to impairment charges.
We will periodically evaluate our real estate investments for impairment indicators. The judgment regarding the
existence of impairment indicators is based on factors such as market conditions, tenant performance and legal structure.
For example, the early termination of, or default under, a lease by a tenant may lead to an impairment charge. If we
determine that an impairment has occurred, we would be required to make an adjustment to the net carrying value of the
property, which could have a material adverse effect on our results of operations in the period in which the impairment
charge is recorded.
We could face potential adverse effects from tenant defaults, bankruptcies or insolvencies.
The bankruptcy of our tenants may adversely affect the income generated by our properties. If one of our tenants files for
bankruptcy, we generally cannot evict the tenant solely because of such bankruptcy. In addition, a bankruptcy court
could authorize a bankrupt tenant to reject and terminate its lease with us. In such a case, our claim against the tenant for
unpaid and future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually
owed under the lease, and it is unlikely that a bankrupt tenant would pay full amounts owed under the lease. Any
shortfall resulting from the bankruptcy of one or more of our tenants could adversely affect our cash flow and results of
operations.
24
Any mezzanine loan assets we may purchase or originate may involve greater risks of loss than senior loans secured
by income-producing properties.
We may originate or acquire mezzanine loans, which take the form of subordinated loans secured by second mortgages
on the underlying property or loans secured by a pledge of the ownership interests of either the entity owning the
property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property.
These types of assets involve a higher degree of risk than long-term senior mortgage lending secured by income
producing real property because the loan may become unsecured as a result of foreclosure by the senior lender. In the
event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full
recourse to the assets of such entity or the assets of the entity may not be sufficient to satisfy its mezzanine loan. If a
borrower defaults on any mezzanine loan we may purchase or originate, or debt senior to any such loan, or in the event
of a borrower bankruptcy, such mezzanine loan will be satisfied only after the senior debt. As a result, we may not
recover some or all of our initial expenditure. In addition, mezzanine loans may have higher LTV ratios than
conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal.
Significant losses related to any mezzanine loans we may purchase or originate would result in operating losses for us
and may limit our ability to make distributions to our stockholders.
We may be exposed to environmental liabilities with respect to properties to which we take title, which may in turn
decrease the value of the underlying properties.
In the ordinary course of our business, we could be subject to environmental liabilities with respect to properties to
which we take title. In such a circumstance, we may be held liable to a governmental entity or to third parties for
property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with
environmental contamination, or we may be required to investigate or clean up hazardous or toxic substances or
chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. If
we ever become subject to significant environmental liabilities, our business, financial condition, liquidity, and results of
operations could be materially and adversely affected. In addition, an owner or operator of real property may become
liable under various federal, state and local laws, for the costs of removal of certain hazardous substances released on its
property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible
for, the release of such hazardous substances. The presence of hazardous substances may adversely affect an owner’s
ability to sell real estate or borrow using real estate as collateral. To the extent that an owner of an underlying property
becomes liable for removal costs, the ability of the owner to make debt payments may be reduced, which in turn may
adversely affect the value of the relevant mortgage-related assets held by us.
Investments outside the United States that are denominated in foreign currencies subject us to foreign currency risks
and to the uncertainty of foreign laws and markets, which may adversely affect our distributions and our REIT status.
Our investments outside the United States denominated in foreign currencies subject us to foreign currency risk due to
potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. As a result, changes in exchange
rates of any such foreign currency to U.S. dollars may affect our income and distributions and may also affect the book
value of our assets and the amount of stockholders’ equity. In addition, these investments subject us to risks of multiple
and conflicting tax laws and regulations, other laws and regulations that may make foreclosure and the exercise of other
remedies in the case of default more difficult or costly compared to U.S. assets, and political and economic instability
abroad. Any such factors could adversely affect our receipt of returns on and distributions from these investments.
Changes in foreign currency exchange rates used to value a REIT’s foreign assets may be considered changes in the
value of the REIT’s assets. These changes may adversely affect our status as a REIT. Further, bank accounts in foreign
currency which are not considered cash or cash equivalents may adversely affect our status as a REIT.
Significant movements in foreign currency exchange rates or change in monetary policy could affect our investments
and may harm our financial results.
We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the Euro and the Pound
Sterling (“GBP”). Any significant change in the value of the currencies of the countries in which we do business could
have a material adverse effect on our business, financial condition and results of operations. For example, geopolitical
tensions and changes in monetary policies have caused increased volatility in global currency exchange rates that have
25
resulted in the strengthening of the U.S. dollar against the foreign currencies in which we conduct business. We currently
hold, and may acquire in the future, investments that are denominated in GBP and EURs (including loans secured by
assets located in the United Kingdom or Europe), as well as equity interests in real estate properties located in Europe.
Our assets and liabilities denominated in GBP may be subject to increased risks related to these currency rate
fluctuations and our net assets in U.S. dollar terms may decline. Currency volatility may mean that our assets and
liabilities are adversely affected by market movements and may make it more difficult, or more expensive, for us to
execute appropriate currency hedging policies.
Our loans are dependent on the ability of the commercial property owner to generate net income from operating the
property, which may result in the inability of such property owner to repay a loan, as well as the risk of foreclosur
e.
Our loans are generally secured by multifamily, office, retail, mixed use, commercial or warehouse properties and are
subject to risks of delinquency, foreclosure and loss that may be greater than similar risks associated with loans made on
the security of single-family residential property. The ability of a borrower to repay a loan secured by an income-
producing property typically is primarily dependent upon the successful operation of such property rather than upon the
existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the
borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be
adversely affected by, but not limited to, the following:
•
tenant mix;
•
success of tenant businesses;
•
property management decisions;
•
property location, condition and design;
•
competition from comparable types of properties;
•
changes in national, regional or local economic conditions and/or specific industry segments;
•
declines in regional or local real estate values;
•
declines in regional or local rental or occupancy rates;
•
increases in interest rates, real estate tax rates and other operating expenses;
•
costs of remediation and liabilities associated with environmental conditions;
•
the potential for uninsured or underinsured property losses;
•
changes in governmental laws and regulations, including fiscal policies, zoning ordinances and environmental
legislation and the related costs of compliance; and
•
acts of God,
terrorism, pandemics and other health crises and natural disasters,
social unrest and civil
disturbances.
When a borrower experiences significant financial difficulties impacting the borrower’s ability to repay a loan, we may
in certain situations grant concessions for a period of time to such borrowers that we would not otherwise consider.
These modified terms may include interest rate reductions, principal forgiveness, term extensions, other-than-
insignificant payment delay and payment in Paid-In-Kind (“PIK”) interest rather than cash interest payments. Such
modified terms are intended to minimize our economic loss and to avoid foreclosure or repossession of collateral. These
loan modifications may impact our liquidity and make us more reliant upon financing strategies to meet potential cash
requirements. For a detailed discussion of our loan modifications, see “Notes to Consolidated Financial Statements, Note
26
6 – Loans and Allowance for Credit Losses” included in Item 8, “Financial Statements and Supplementary Data,” in this
Form 10-K.
In
the event of any default under a mortgage loan held directly by us, we will bear a risk of loss of principal to the extent
of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which
could have a material adverse effect on our cash flow from operations and limits the amount available for distribution to
our stockholders. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will
be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as
determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of
the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure can be
an expensive and lengthy process and foreclosing on certain properties where we directly hold the mortgage loan, and
the borrower continues to default, could result in actions that could be costly to our operations, in addition to having a
substantial negative effect on our anticipated return on the foreclosed mortgage l
oan.
Current or future pandemics and epidemics may adversely affect our borrowers, the real estate industry and global
markets, and our business and operations, financial condition, results of operations, liquidity and capital resources.
Current or future outbreaks of highly infectious diseases could materially and adversely impact the value of our assets,
our business, financial condition and results of operations and cash flows, and both our and Waterfall’s ability to operate
successfully. Such outbreaks and the actual and potential restrictions intended to prevent and mitigate such outbreaks
could impact our business in the following ways:
•
to the extent the value of commercial real estate declines, which would also likely negatively impact the value
of the loans we own, we could become subject to additional margin calls under our repurchase agreements;
•
our ability to continue to satisfy any additional margin calls from our lenders and to the extent we are unable to
satisfy any such margin calls, any acceleration of our indebtedness, increase in the interest rate on advanced
funds, termination of our ability to borrow funds from them, or foreclosure by our lenders on our assets;
•
difficulty accessing debt and equity capital on attractive terms, or at all;
•
a severe disruption and instability in the financial markets or deteriorations in credit and financing conditions
may jeopardize the solvency and financial wherewithal of counterparties with whom we do business, including
our borrowers and could affect our or our counterparties’ ability to make regular payments of principal and
interest and our ability to recover the full value of our loan, thus reducing our earnings and liquidity;
•
unavailability of information, resulting in restricted access to key inputs used to derive estimates and
assumptions made in connection with evaluating our loans for impairments and establishing allowances for loan
losses;
•
our ability to remain in compliance with the financial covenants under our borrowings, including in the event of
impairments in the value of the loans we own;
•
disruptions to the efficient function of our operations because of, among other factors, any inability to access
short-term or long-term financing for the loans we make;
•
to the extent we elect or are forced to reduce our loan origination activities; and
•
effects of legal and regulatory responses to concerns about such outbreaks, which could result in additional
regulation or restrictions affecting the conduct of our business.
Our portfolio of assets may at times be concentrated in certain property types or secured by properties concentrated in
a limited number of geographic areas, which increases our exposure to economic downturn with respect to those
property types or geographic locations.
27
While we seek to diversify our portfolio of assets, we are not required to observe specific diversification criteria.
Therefore, our portfolio of assets may, at times, be concentrated in certain property types that are subject to higher risk of
foreclosure or secured by properties concentrated in a limited number of geographic locations. Continued deterioration
of economic conditions in states for which we have a significant concentration of borrowers could have a material and
adverse effect on our business by reducing demand for new financings, limiting the ability of customers to repay existing
loans and impairing the value of our real estate collateral and real estate owned properties. To the extent that our
portfolio is concentrated in any region, or by type of property, downturns relating generally to such region, type of
borrower or security may result in defaults on a number of our assets within a short time period, which may reduce our
net income and the value of our common stock and accordingly reduce our ability to pay dividends to our stockholders.
The increasing number of proposed United States federal, state and local laws may affect certain mortgage-related
assets in which we intend to invest and could materially increase our cost of doing business.
Various bankruptcy legislation has been proposed that, among other provisions, could allow judges to modify the terms
of residential mortgages in bankruptcy proceedings, could hinder the ability of the servicer to foreclose promptly on
defaulted mortgage loans or permit limited assignee liability for certain violations in the mortgage loan origination
process, any or all of which could adversely affect our business or result in us being held responsible for violations in the
mortgage loan origination process even where we were not the originators of the loan. We do not know what impact this
type of legislation, which has been primarily, if not entirely, focused on residential mortgage originations, would have on
the LMM loan market. We are unable to predict whether United States federal, state or local authorities, or other
pertinent bodies, will enact legislation, laws, rules, regulations, handbooks, guidelines or similar provisions that will
affect our business or require changes in our practices in the future, and any such changes could materially and adversely
affect our cost of doing business and profitability.
Failure to obtain or maintain required approvals and/or state licenses necessary to operate our mortgage-related
activities may adversely impact our investment strategy.
We may be required to obtain and maintain various approvals and/or licenses from federal or state governmental
authorities, government sponsored entities or similar bodies in connection with some or all of our activities. There is no
assurance that we can obtain and maintain any or all of the approvals and licenses that we desire or that we will avoid
experiencing significant delays in seeking such approvals and licenses. Furthermore, we will be subject to various
disclosure and other requirements to obtain and maintain these approvals and licenses, and there is no assurance that we
will satisfy those requirements. Our failure to obtain or maintain licenses will restrict our options and ability to engage in
desired activities, and could subject us to fines, suspensions, terminations and various other adverse actions if it is
determined that we have engaged without the requisite approvals or licenses in activities that required an approval or
license, which could have a material and adverse effect on our business, results of operations and financial condition.
Loans to small businesses involve a high degree of business and financial risk, which can result in substantial losses
that would adversely affect our business, results of operations and financial condition.
Our operations and activities include loans to small, privately owned businesses to purchase real estate used in their
operations or by investors seeking to acquire small multi-family, office, retail, mixed use or warehouse properties.
Additionally, LMM loans are also often accompanied by personal guarantees. Often, there is little or no publicly
available information about these businesses. Accordingly, we must rely on our own due diligence to obtain information
in connection with our investment decisions. Our borrowers may not meet net income, cash flow and other coverage
tests typically imposed by banks. A borrower’s ability to repay its loan may be adversely impacted by numerous factors,
including a downturn in its industry or other negative local or more general economic conditions. Deterioration in a
borrower’s financial condition and prospects may be accompanied by deterioration in the collateral for the loan. In
addition, small businesses typically depend on the management talents and efforts of one person or a small group of
people for their success. The loss of services of one or more of these persons could have a material and adverse impact
on the operations of the small business. Small companies are typically more vulnerable to customer preferences, market
conditions and economic downturns and often need additional capital to expand or compete. These factors may have an
impact on loans involving such businesses. Loans to small businesses, therefore, involve a high degree of business and
financial risk, which can result in substantial losses.
28
Some of the mortgage loans we will originate or acquire are loans made to self-employed borrowers who have a
higher risk of delinquency and default, which could have a material and adverse effect on our business, results of
operations and financial condition.
Many of our borrowers are self-employed and may be more likely to default on their mortgage loans than salaried or
commissioned borrowers as they generally have less predictable income. Many self-employed borrowers are small
business owners who may be personally liable for their business debt. Consequently, a higher number of self-employed
borrowers may result in increased defaults on the mortgage loans we originate or acquire and, therefore, could have a
material and adverse effect on our business, results of operations and financial condition.
Some of the mortgage loans we will originate or acquire are secured by non-owner/user properties that may
experience increased frequency of default and, when in default, the owners are more likely to abandon their
properties, which could have a material and adverse effect on our business, results of operations and financial
condition.
Some of the loans we will originate or acquire have been, and in the future could be, made to borrowers who do not live
in or operate a business on the mortgaged properties. These mortgage loans are secured by properties acquired by
investors for rental income and capital appreciation and tend to default more than properties regularly occupied or used
by the related borrowers. In a default, real property investors not occupying the mortgaged property may be more likely
to abandon the related mortgaged property, increasing defaults and, therefore, could have a material and adverse effect
on our business, results of operations and financial condition.
We are a seller/servicer approved to sell mortgage loans to Freddie Mac and failure to maintain our status as an
approved seller/servicer could harm our business.
We are an approved Freddie Mac seller/servicer. As an approved seller/servicer, we are required to conduct certain
aspects of our operations in accordance with applicable policies and guidelines published by Freddie Mac and we are
required to pledge a certain amount of cash to Freddie Mac to collateralize potential obligations to it. Freddie Mac
performed an audit during
2024
and as a result of that audit, ReadyCap Commercial and Red Stone received an overall
assessment of
Satisfactory
. Failure to maintain our status as an approved seller/servicer would mean we would not be
able to sell mortgage loans to Freddie Mac, could result in us being required to re-purchase loans previously sold to
Freddie Mac, or could otherwise restrict our business and investment options and could harm our business and expose us
to losses or other claims. Freddie Mac may, in the future, require us to hold additional capital or pledge additional cash
or assets in order to maintain approved seller/servicer status, which, if required, would adversely impact our financial
results.
Loans sold to Freddie Mac that may be required to be re-purchased as of
December 31, 2024
included
61
loans
with a combined unpaid principal balance of
$203.2 million
.
Our acquisitions and the integration of acquired businesses subject us to various risks and may not result in all of the
cost savings and benefits anticipated, which could adversely affect our financial condition or results of operations.
We have in the past and may in the future, seek to grow our business by acquiring other businesses that we believe will
complement or augment our existing businesses. We cannot predict with certainty the benefits of such acquisitions,
which often constitute multi-year endeavors. There is risk that our acquisitions may not have the anticipated positive
results, including results relating to: correctly assessing the asset quality of the assets being acquired; the total cost and
time required to complete the integration successfully; being able to profitably deploy funds acquired in an acquisition;
or the overall performance of the combined entity.
If we are unable to successfully integrate our acquisitions into our business, we may never realize their expected
benefits. With each acquisition, we may discover unexpected costs, liabilities for which we are not indemnified, delays,
lower than expected cost savings or synergies, or incurrence of other significant charges such as impairment of goodwill
or other intangible assets and asset devaluation. We also may be unable to successfully integrate the diverse company
cultures, retain key personnel, apply our expertise to new competencies, or react to adverse changes in industry
conditions.
Acquisitions may also result in business disruptions that could cause customers to move their business to our
competitors. It is possible that the integration process related to acquisitions could result in the disruption of our ongoing
29
businesses or inconsistencies in standards, controls, procedures and policies that could adversely affect our ability to
maintain relationships with clients, customers, and employees. The loss of key employees in connection with an
acquisition could adversely affect our ability to successfully conduct our business. Acquisition and integration efforts
could divert management attention and resources, which could have an adverse effect on our financial condition and
results of operations. Additionally, the operation of the acquired businesses may adversely affect our existing
profitability, and we may not be able to achieve results in the future similar to those achieved by our existing business or
manage growth resulting from the acquisition effectively.
We are subject to the unique risks related to integrating a constructing lending platform into our existing operations
and the origination and ownership of construction loans.
The assets acquired from a group of privately held, real estate structured finance opportunities funds, with a focus on
construction lending (collectively, the “Mosaic Funds”) in a series of mergers (the “Mosaic Mergers”) and the assets
acquired from Broadmark in
the
Broadmark Merger
, respectively,
consisted in large part of construction loans.
Construction loans are subject to additional risks as compared to loans secured by existing structures or land. Of the
loans we held as of
December 31, 2024
, 5.3
% were more than 60 days delinquent and 17.9% of those loans were
acquired as a result of the Mosaic Mergers and the Broadmark Merger.
Construction budgets may be unrealistic or
unforeseen variables may arise, prolonging the development and increasing the costs of the construction project, which
may delay the borrower’s ability to sell or rent the finished property, which would be the source of funds for repayment
of the loan. While we expect to have reasonable procedures in place to manage construction funding loans, there can be
no certainty that we will not suffer losses on construction loans. In addition, if a builder fails to complete a project, we
may be required to complete the project. Any such default could result in a substantial increase in costs in excess of the
original budget and delays in completion of the
project. As described elsewhere in this Form 10-K, certain of our
construction loans pay
PIK interest
which is computed at the contractual rate specified in each loan agreement and added
to the principal balance of the loan, rather than these loans paying cash interest payments. This may impact our liquidity
and our ability to comply with the terms of our existing financing facilities and make us more reliant upon new financing
facilities which may not be available on attractive terms.
If Waterfall underestimates the credit analysis and the expected risk-adjusted return relative to other comparable
investment opportunities, we may experience losses.
Waterfall values our LMM loan and LMM ABS investments based on an initial credit analysis and the investment’s
expected risk-adjusted return relative to other comparable investment opportunities available to us, taking into account
estimated future losses on the mortgage loans, and the estimated impact of these losses on expected future cash flows.
Waterfall’s loss estimates may not prove accurate, as actual results may vary from estimates. In the event that Waterfall
underestimates the losses relative to the price we pay for a particular LMM or LMM ABS investment, we may
experience losses with respect to such investment.
Waterfall utilizes analytical models and data in connection with the valuation of our LMM loans and LMM ABS, and
any incorrect, misleading or incomplete information used in connection therewith would subject us to potential risks.
As part of the risk management process, Waterfall uses detailed proprietary models, including loan-level non-performing
loan models, to evaluate collateral liquidation timelines and price changes by region, along with the impact of different
loss mitigation plans. Additionally, Waterfall uses information, models and data supplied by third parties. Models and
data are used to value potential target assets. In the event models and data prove to be incorrect, misleading or
incomplete, any decisions made in reliance thereon expose us to potential risks. For example, by relying on incorrect
models and data, especially valuation models, Waterfall may be induced to buy certain target assets at prices that are too
high, to sell certain other assets at prices that are too low, or to miss favorable opportunities altogether. Similarly, any
hedging based on faulty models and data may prove to be unsuccessful.
The failure of a third-party servicer or the failure of our own internal servicing system to effectively service our
portfolio of mortgage loans would materially and adversely affect us.
Most mortgage loans and securitizations of mortgage loans require a servicer to manage collections for each of the
underlying loans. Performing LMM loans (either loans purchased with historical activity, i.e., not originated, purchased
30
in the secondary market or ReadyCap Commercial originations) will be securitized with us retaining the subordinate
tranches. Non-performing LMM loans are serviced either through an approved LMM primary servicer providing both
primary and special servicing or providing only primary servicing with special servicing contracted to smaller
regionally-focused LMM operators and servicers. Servicers’ responsibilities include providing collection activities, loan
workouts, modifications and refinancings, foreclosures, short sales, sales of foreclosed real estate and financings to
facilitate such sales. Both default frequency and default severity of loans may depend upon the quality of the servicer. If
a servicer is not vigilant in encouraging the borrowers to make their monthly payments, the borrowers may be far less
likely to make these payments, which could result in a higher frequency of default. If a servicer takes longer to liquidate
non-performing assets, loss severities may be higher than originally anticipated. Higher loss severity may also be caused
by less competent dispositions of real estate owned properties.
We will seek to increase the value of non-performing loans through special servicing activities that will be performed by
our participating special servicers. Servicer quality is of prime importance in the default performance of LMM loans and
LMM ABS assets. Should we have to transfer loan servicing to another servicer, the transfer of loans to a new servicer
could result in more loans becoming delinquent because of confusion or lack of attention. Servicing transfers involve
notifying borrowers to remit payments to the new servicer, and these transfers could result in misdirected notices,
misapplied payments, data input errors and other problems. Industry experience indicates that mortgage loan
delinquencies and defaults are likely to temporarily increase during the transition to a new servicer and immediately
following the servicing transfer. Further, when loan servicing is transferred, loan servicing fees may increase, which may
have an adverse effect on the credit support of assets held by us.
Effectively servicing our portfolio of LMM loans is critical to our success, particularly given our strategy of maximizing
the value of our portfolio with our loan modifications, loss mitigation, restructuring and other special servicing activities,
and therefore, if one of our servicers fails to effectively service the portfolio of mortgage loans, it could have a material
and adverse effect on our business, results of operations and financial condition.
The bankruptcy of a third-party servicer would adversely affect our business, results of operations and financial
condition.
Depending on the provisions of the agreement with the servicer of any of our LMM loans, the servicer may be allowed
to commingle collections on the mortgage loans owned by us with its own funds for certain periods of time (usually a
few business days) after the servicer receives them. In the event of a bankruptcy of a servicer, we may not have a
perfected interest in any collections on the mortgage loans owned by us that are in that servicer’s possession at the time
of the commencement of the bankruptcy case. The servicer may not be required to turn over to us any collections on
mortgage loans that are in its possession at the time it goes into bankruptcy. To the extent that a servicer has commingled
collections on mortgage loans with its own funds, we may be required to return to that servicer as preferential transfers
all payments received on the mortgage loans during a period of up to one year prior to that servicer’s bankruptcy.
If a servicer were to go into bankruptcy, it may stop performing its servicing functions (including any obligations to
advance moneys in respect of a mortgage loan) and it may be difficult to find a third party to act as that servicer’s
successor. Alternatively, the servicer may take the position that unless the amount of its compensation is increased, or
the terms of its servicing obligations are otherwise altered, it will stop performing its obligations as servicer. If it were to
be difficult to find a third party to succeed the servicer, we may have no choice but to agree to a servicer’s demands. The
servicer may also have the power, with the approval of the bankruptcy court, to assign its rights and obligations to a third
party without our consent, and even over our objections, and without complying with the terms of the applicable
servicing agreement. The automatic stay provisions of Title 11 of the United States Code (the “Bankruptcy Code”)
would prevent (unless the permission of the bankruptcy court were obtained) any action by us to enforce the servicer’s
obligations under its servicing agreement or to collect any amount owed to us by the servicer. The Bankruptcy Code also
prevents the removal of the servicer as servicer and the appointment of a successor without the permission of the
bankruptcy court or the consent of the servicer.
31
New entrants in the market for LMM loan acquisitions and originations could adversely impact our ability to acquire
LMM loans at attractive prices and originate LMM loans at attractive risk-adjusted returns.
Although we believe that we are currently one of only a handful of active market participants in the secondary LMM
loan market, new entrants in this market could adversely impact our ability to acquire and originate LMM loans at
attractive prices. In acquiring and originating our target assets, we may compete with numerous regional and community
banks, specialty finance companies, savings and loan associations, mortgage bankers, insurance companies, mutual
funds, institutional investors, investment banking firms, other lenders and other entities, and we expect that others may
be organized in the future. The effect of the existence of additional REITs and other institutions may be increased
competition for the available supply of LMM assets suitable for purchase, which may cause the price for such assets to
rise, which may limit our ability to generate desired returns. Additionally, origination of LMM loans by our competitors
may increase the availability of LMM loans which may result in a reduction of interest rates on LMM loans. Some
competitors may have a lower cost of funds and access to funding sources that may not be available to us. Many of our
competitors are not subject to the operating constraints associated with REIT tax compliance or maintenance of an
exemption from the 1940 Act. In addition, some of our competitors may have higher risk tolerances or different risk
assessments, which could allow them to consider a wider variety of LMM loans and ABS assets and establish more
relationships than us.
We cannot assure you that the competitive pressures we may face will not have a material adverse effect on our business,
financial condition and results of operations. Also, as a result of this competition, desirable investments in our target
assets may be limited in the future and we may not be able to take advantage of attractive investment opportunities from
time to time, as we can provide no assurance that it will be able to identify and make investments that are consistent with
our investment objectives.
We cannot predict the unintended consequences and market distortions that may stem from far-ranging interventions
in the financial system and oversight of financial markets.
U.S. Federal government agencies, including the Federal Reserve, the Treasury Department and the SEC, as well as
other governmental and regulatory bodies, have taken, are taking or may in the future take, various actions to address
financial crises or other areas of national regulatory concern. Such actions could materially and adversely impact our
business, results of operations and financial condition, and dramatically increase the cost of complying with any
additional laws and regulations. The elimination or reduction in scope of various existing laws and regulations could
similarly materially and adversely impact our business, results of operations and financial condition. Any far-ranging
government intervention in the U.S. economic and financial systems may carry unintended consequences and cause
market distortions. We are unable to predict at this time the extent and nature of such unintended consequences and
market distortions, if any. The inability to evaluate such potential impacts could have a material adverse effect on our
business.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on
joint venture partners’ financial condition and liquidity and disputes between us and our joint venture partners.
We may make investments through joint ventures and such joint venture investments may involve risks not otherwise
present when we make investments without partners, including the following:
•
we may not have exclusive control over the investment or the joint venture, which may prevent us from taking
actions that are in our best interest and could create the potential risk of creating impasses on decisions, such as
with respect to acquisitions or dispositions;
•
joint venture agreements often restrict the transfer of a partner’s interest or may otherwise restrict our ability to
sell the interest when we desire and/or on advantageous terms;
•
joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate procedures
requiring the other partner to choose between buying the other partner’s interest or selling its interest to that
partner;
32
•
a partner may, at any time, have economic or business interests or goals that are, or that may become,
inconsistent with our business interests or goals;
•
a partner may be in a position to take action contrary to our instructions, requests, policies or objectives,
including our policy with respect to maintaining our qualification as a REIT and our exemption from
registration under the 1940 Act;
•
a partner may fail to fund its share of required capital contributions or may become bankrupt, which may mean
that we and any other remaining partners generally would remain liable for the joint venture’s liabilities;
•
our relationships with our partners are contractual in nature and may be terminated or dissolved under the terms
of the applicable joint venture agreements and, in such event, we may not continue to own or operate the
interests or investments underlying such relationship or may need to purchase such interests or investments at a
premium to the market price to continue ownership;
•
disputes between us and a partner may result in litigation or arbitration that could increase our expenses and
prevent Waterfall and our officers and directors from focusing their time and efforts on our business and could
result in subjecting the investments owned by the joint venture to additional risk; or
•
we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner could
adversely affect our ability to qualify as a REIT or maintain our exclusion from registration under the 1940 Act,
even though we do not control the joint venture.
Any of the above may subject us to liabilities in excess of those contemplated and adversely affect the value of our joint
venture investments.
Our inability to manage future growth could have an adverse impact on our financial condition and results of
operations.
Our ability to achieve our investment objectives will depend on our ability to grow, which will depend, in turn, on
Waterfall’s ability to identify, acquire, originate and invest in LMM loans and ABS assets that meet our investment
criteria. Our ability to grow our business will depend in large part on our ability to expand our LMM loan origination
activities. Any failure to effectively manage our future growth, including a failure to successfully expand our LMM loan
origination activities could have a material and adverse effect on our business, financial condition and results of
operations.
Declines in the fair market values of our assets may adversely affect periodic reported results and credit availability,
which may reduce earnings and, in turn, cash available for distribution to our stockholders.
Our LMM loans held-for-sale and LMM ABS are carried at fair value and future mortgage related assets may also be
carried at fair value. Accordingly, changes in the fair value of these assets may impact the results of our operations for
the period in which such change in value occurs. The expectation of changes in real estate prices, which are beyond our
control, is a major determinant of the value of LMM loans and LMM ABS.
Many of the assets in our portfolio are and will likely be LMM loans and LMM ABS that are not publicly traded. The
fair value of assets that are not publicly traded may not be readily determinable. We value these assets quarterly at fair
value, as determined in accordance with applicable accounting standards, which may include unobservable inputs.
Because such valuations are subjective, the fair value of certain of our assets may fluctuate over short periods of time
and our determinations of fair value may differ materially from the values that would have been used if a ready market
for these assets existed.
A decline in the fair market value of our assets may adversely affect us, particularly in instances where we have
borrowed money based on the fair market value of those assets. If the fair market value of those assets decline, the lender
may require us to post additional collateral to support the loan. If we are unable to post the additional collateral, we
33
would have to sell the assets at a time when we might not otherwise choose to do so. A reduction in credit available may
reduce our earnings and, in turn, cash available for distribution to stockholders.
Our investments may include subordinated tranches of ABS which are subordinate in right of payment to more senior
securities.
Our investments may include subordinated tranches of ABS which are subordinated classes of securities in a structure of
securities collateralized by a pool of assets consisting primarily of LMM loans and, accordingly, are the first or among
the first to bear the loss upon a restructuring or liquidation of the underlying collateral and the last to receive payment of
interest and principal. Additionally, estimated fair values of these subordinated interests tend to be more sensitive to
changes in economic conditions than more senior securities. As a result, such subordinated interests generally are not
actively traded and may not provide holders thereof with liquid investments.
In certain cases we may not control the special servicing of the mortgage loans included in the securities in which we
may invest in, and in such cases, the special servicer may take actions that could adversely affect our interests.
With respect to the LMM ABS in which we expect to invest, overall control over the special servicing of the related
underlying mortgage loans will be held by a directing certificate holder, which is appointed by the holders of the most
subordinate class of securities in such series. When we acquire investment-grade classes of existing series of securities
originally rated AAA, we will not have the right to appoint the directing certificate holder. In these cases, in connection
with the servicing of the specially serviced mortgage loans, the related special servicer may, at the direction of the
directing certificate holder, take actions with respect to the specially serviced mortgage loans that could adversely affect
our interests.
Any credit ratings assigned to our LMM loans and ABS assets will be subject to ongoing evaluations and revisions
and we cannot assure you that those ratings will not be downgraded.
Some of our LMM loan and ABS assets may be rated by Moody’s Investors
Service (“Moody’s”)
, Standard & Poor’s, or
Fitch Ratings (“Fitch”). Any credit ratings on our LMM loans and ABS assets are subject to ongoing evaluation by credit
rating agencies, and we cannot assure you that any such ratings will not be changed or withdrawn by a rating agency in
the future if, in its judgment, circumstances warrant. Rating agencies may assign a lower than expected rating or reduce
or withdraw, or indicate that they may reduce or withdraw, their ratings of our LMM loans and ABS assets in the future.
In addition, we may acquire assets with no rating or with below investment grade ratings. If the rating agencies take
adverse action with respect to the rating of our LMM loans and ABS assets or if our unrated assets are illiquid, the value
of these LMM loans and ABS assets could significantly decline, which would adversely affect the value of our
investment portfolio and could result in losses upon disposition or the failure of borrowers to satisfy their debt service
obligations to us.
The receivables underlying the ABS we may acquire are subject to credit risks, liquidity risks, interest rate risks,
market risks, operations risks, structural risks and legal risks, which could result in losses to us.
We may acquire ABS securities, where the underlying pool of assets consists primarily of LMM loans. The structure of
an ABS, and the terms of the investors’ interest in the underlying collateral, can vary widely depending on the type of
collateral, the desires of investors and the use of credit enhancements. Individual transactions can differ markedly in both
structure and execution. Important determinants of the risk associated with issuing or holding ABS include: (i) the
relative seniority or subordination of the class of ABS held by an investor, (ii) the relative allocation of principal, and
interest payments in the priorities by which such payments are made under the governing documents, (iii) the effect of
credit losses on both the issuing vehicle and investors’ returns, (iv) whether the underlying collateral represents a fixed
set of specific assets or accounts, (v) whether the underlying collateral assets are revolving or closed-end, (vi) the terms
(including maturity of the ABS) under which any remaining balance in the accounts may revert to the issuing vehicle and
(vii) the extent to which the entity that sold the underlying collateral to the issuing vehicle is obligated to provide support
to the issuing vehicle or to investors. With respect to some types of ABS, the foregoing risks are more closely correlated
with similar risks on corporate bonds of similar terms and maturities than with the performance of a pool of similar
assets. In addition, certain ABS (particularly subordinated ABS) provide that the non-payment of interest thereon in cash
will not constitute an event of default in certain circumstances, and the holders of such ABS will not have available to
34
them any associated default remedies. Interest not paid in cash will generally be capitalized and added to the outstanding
principal balance of the related security. Deferral of interest through such capitalization will reduce the yield on such
ABS.
Holders of ABS bear various risks, including credit risks, liquidity risks, interest rate risks, market risks, operations risks,
structural risks and legal risks. Credit risk arises from (i) losses due to defaults by obligors under the underlying
collateral and (ii) the issuing vehicle’s or servicer’s failure to perform their respective obligations under the transaction
documents governing the ABS. These two risks may be related, as, for example, in the case of a servicer that does not
provide adequate credit-review scrutiny to the underlying collateral, leading to a higher incidence of defaults.
Market risk arises from the cash flow characteristics of the ABS, which for most ABS tend to be predictable. The
greatest variability in cash flows come from credit performance, including the presence of wind-down or acceleration
features designed to protect the investor in the event that credit losses in the portfolio rise well above expected levels.
Interest rate risk arises for the issuer from (i) the pricing terms on the underlying collateral, (ii) the terms of the interest
rate paid to holders of the ABS and (iii) the need to mark to market the excess servicing or spread account proceeds
carried on the issuing vehicle’s balance sheet. For the holder of the security, interest rate risk depends on the expected
life of the ABS, which may depend on prepayments on the underlying assets or the occurrence of wind-down or
termination events. If the servicer becomes subject to financial difficulty or otherwise ceases to be able to carry out its
functions, it may be difficult to find other acceptable substitute servicers and cash flow disruptions or losses may occur,
particularly with underlying collateral comprised of non-standard receivables or receivables originated by private
retailers who collect many of the payments at their stores.
Structural and legal risks include the possibility that, in a bankruptcy or similar proceeding involving the originator or
the servicer (often the same entity or affiliates), a court having jurisdiction over the proceeding could determine that,
because of the degree to which cash flows on the assets of the issuing vehicle may have been commingled with cash
flows on the originator’s other assets (or similar reasons), (i) the assets of the issuing vehicle could be treated as never
having been truly sold by the originator to the issuing vehicle and could be substantively consolidated with those of the
originator, or (ii) the transfer of such assets to the issuer could be voided as a fraudulent transfer. The time and expense
related to a challenge of such a determination also could result in losses and/or delayed cash flows.
Downgrades of the U.S. government’s sovereign credit rating and uncertain political and financial market conditions
may affect the terms or stability of securities issued or guaranteed by the U.S. federal government, which may
increase our future borrowing costs and adversely affect our portfolio.
On August 1, 2023, Fitch downgraded the U.S. government’s sovereign credit rating to AA+, down one notch from its
highest rating of AAA, citing the country’s growing debt obligations, deterioration in governance and political
polarization. On November 10, 2023, Moody’s lowered the U.S. government’s credit rating outlook from “stable” to
“negative”. Concerns related to political turmoil, federal borrowing and the federal budget deficit have increased the
possibility of future credit rating downgrades and economic slowdowns in the U.S. The
downgrades
by Fitch and
Moody’s, and any future downgrades by Fitch, Moody’s or other ratings agencies, could affect the terms or stability of
securities issued or guaranteed by the federal government and the valuation or liquidity of our portfolio, and could result
in our counterparties requiring additional collateral for our borrowings. Further, increased instability in political and
financial market conditions could result in higher interest rates and a reduction in the availability of credit, increasing our
borrowing costs. If we cannot acquire, make or sell government-guaranteed or other loans, we may generate less interest
income and fewer origination fees, our ability to generate gains on sales of loans may decrease and our loan acquisitions,
originations and results of operations may be adversely affected.
Increases in interest rates could adversely affect the demand for new LMM loans, the value of our LMM loans and
ABS assets and the availability of our target assets, and they could cause our interest expense to increase, which
could result in reduced earnings or losses and negatively affect our profitability as well as the cash available for
distribution to our stockholders.
We may invest in LMM loans, LMM ABS and other real estate-related investments. Interest rates are highly sensitive to
many factors, including governmental monetary and tax policies, domestic and international economic and political
35
considerations, and other factors beyond our control. Rising interest rates generally reduce the demand for mortgage
loans due to the higher cost of borrowing. A reduction in the volume of mortgage loans originated may affect the volume
of our target assets available to us, which could adversely affect our ability to acquire assets that satisfy our investment
objectives. Rising interest rates may also cause our target assets that were issued prior to an interest rate increase to
provide yields that are below prevailing market interest rates. If rising interest rates cause us to be unable to acquire a
sufficient volume of our target assets with a yield that is above our borrowing cost, our ability to satisfy our investment
objectives and to generate income and make distributions may be materially and adversely affected.
The relationship between short-term and longer-term interest rates is often referred to as the “yield curve.” Ordinarily,
short-term interest rates are lower than longer-term interest rates. If short-term interest rates rise disproportionately
relative to longer-term interest rates (a flattening of the yield curve), our borrowing costs may increase more rapidly than
the interest income earned on our assets. Because we expect that our LMM loans and ABS assets generally will bear, on
average, interest based on longer-term rates than our borrowings, a flattening of the yield curve would tend to decrease
our net income and the fair market value of our net assets. Additionally, to the extent cash flows from LMM loans and
ABS assets that return scheduled and unscheduled principal are reinvested, the spread between the yields on the new
LMM loans and ABS assets and available borrowing rates may decline, which would likely decrease our net income. It
is also possible that short-term interest rates may exceed longer-term interest rates (a yield curve inversion), in which
event our borrowing costs may exceed our interest income and we could incur operating losses. Fair market values of our
LMM loans and ABS assets may decline without any general increase in interest rates for a number of reasons, such as
increases or expected increases in defaults, or increases or expected increases in voluntary prepayments for those LMM
loans and ABS assets that are subject to prepayment risk or widening of credit spreads.
In addition, in a period of rising interest rates, our operating results will depend in large part on the difference between
the income from our assets and our financing costs. We anticipate that, in most cases, the income from such assets will
respond more slowly to interest rate fluctuations than the cost of our borrowings. Consequently, changes in interest rates,
particularly short-term interest rates, may significantly influence our net income. Increases in these rates will tend to
decrease our net income and fair market value of our assets.
Some of our LMM loans will have interest rate features that adjust over time, and any interest rate caps on these
loans may reduce our income or cause it to suffer a loss during periods of rising interest rates.
Our floating rate mortgages are subject to periodic and lifetime interest rate caps. Periodic interest rate caps limit the
amount an interest rate can increase during any given period. Lifetime interest rate caps limit the amount an interest rate
can increase through maturity of a loan. Our borrowings, including our repurchase agreement and securitizations, are not
subject to similar restrictions. Accordingly, in a period of rapidly increasing interest rates, the interest rates paid on our
borrowings could increase without limitation while interest rate caps would limit the interest rates on our floating rate
mortgage loans. This problem is magnified with respect to our floating rate mortgage loans that are not fully indexed.
Further, some floating rate mortgage loans may be subject to periodic payment caps that result in a portion of the interest
being deferred and added to the principal outstanding. As a result, we could receive less cash income on floating rate
mortgage loans than we need to pay interest on our related borrowings. These factors could lower our net interest income
or cause us to suffer a loss during periods of rising interest rates.
Because we hold and may originate additional fixed-rate assets, an increase in interest rates on our borrowings may
adversely affect our book value.
Increases in interest rates may negatively affect the fair market value of our assets. Any fixed-rate assets we hold or
originate generally will be more negatively affected by these increases than adjustable-rate assets. In accordance with
accounting rules, we will be required to reduce our earnings for any decrease in the fair market value of our assets that
are accounted for under the fair value option. We will be required to evaluate our assets on a quarterly basis to determine
their fair value by using third-party bid price indications provided by dealers who make markets in these assets or by
third-party pricing services. If the fair value of an asset is not available from a dealer or third-party pricing service, we
will estimate the fair value of the asset using a variety of methods, including discounted cash flow analysis, matrix
pricing, option-adjusted spread models and fundamental analysis. Aggregate characteristics taken into consideration
include type of collateral, index, margin, periodic cap, lifetime cap, underwriting standards, age and delinquency
experience. However, the fair value reflects estimates and may not be indicative of the amounts we would receive in a
36
current market exchange. If we determine that a security is other-than-temporarily impaired, we would be required to
reduce the value of such security on our balance sheet by recording an impairment charge in our income statement and
our stockholders’ equity would be correspondingly reduced. Reductions in stockholders’ equity decrease the amounts we
may borrow to originate or purchase additional target assets, which could restrict our ability to increase our net income.
Because the assets we will hold and expect to acquire may experience periods of illiquidity, we may lose profits or be
prevented from earning capital gains if we cannot sell LMM loans and ABS assets at an opportune time.
We bear the risk of being unable to dispose of our assets at advantageous times or in a timely manner because LMM
loans and ABS assets generally experience periods of illiquidity, including the recent period of delinquencies and
defaults with respect to residential mortgage loans. We believe that we are currently one of only a handful of active
market participants in the secondary LMM loan market and the lack of liquidity may result from the absence of a willing
buyer or an established market for these assets, as well as legal or contractual restrictions on resale or the unavailability
of financing for these assets. As a result, our ability to vary our portfolio in response to changes in economic and other
conditions may be relatively limited, which may cause us to incur losses.
Our non-U.S. assets may subject us to the uncertainty of foreign laws and markets and currency rate exposure.
We have invested in, and in the future may originate, invest in or acquire non-U.S. assets. Investments in countries
outside of the United States may subject us to risks of multiple and conflicting tax laws and regulations, and other laws
and regulations that may make foreclosure and the exercise of other remedies in the case of default more difficult or
costly compared to U.S. assets as well as political and economic instability abroad, any of which factors could adversely
affect our receipt of returns on and distributions from these assets. In addition, such assets may be denominated in
currencies other than U.S. dollars which would expose us to foreign currency risk.
Maintenance of our 1940 Act exception imposes limits on our operations.
We intend to conduct our operations so that neither we nor our subsidiaries are required to register as an investment
company under the 1940 Act. Section 3(a)(1)(A) of the 1940 Act defines an investment company as any issuer that is or
holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Section
3(a)(1)(C) of the 1940 Act defines an investment company as any issuer that is engaged or proposes to engage in the
business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment
securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities
and cash items) on an unconsolidated basis. Excluded from the term “investment securities,” among other things, are
U.S. Government securities and securities issued by majority-owned subsidiaries that are not themselves investment
companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or
Section 3(c)(7) of the 1940 Act.
We intend to conduct our operations so that we do not come within the definition of an investment company under
Section 3(a)(1)(C) of the 1940 Act because fewer than 40% of our total assets on an unconsolidated basis will consist of
“investment securities.” The securities issued to us by any wholly-owned or majority-owned subsidiary that we currently
own or may form in the future that is excluded from the definition of “investment company” by Section 3(c)(1) or
3(c)(7) of the 1940 Act, together with any other investment securities we may own, may not have a value in excess of
40% of the value of our total assets on an unconsolidated basis. We will monitor our holdings to ensure continuing and
ongoing compliance with this test. However, qualification for exclusion from registration under the 1940 Act will limit
our ability to make certain investments. In addition, we believe that we will not be considered an investment company
under Section 3(a)(1)(A) of the 1940 Act because we will not engage primarily or hold ourselves out as being engaged
primarily in the business of investing, reinvesting or trading in securities. Rather, we will be primarily engaged in the
non-investment company businesses of our subsidiaries, and thus the type of businesses in which we may engage
through our subsidiaries is limited.
In connection with the Section 3(a)(1)(c) analysis, the determination of whether an entity is a majority-owned subsidiary
of our Company is made by us. The 1940 Act defines a majority-owned subsidiary of a person as a company 50% or
more of the outstanding voting securities of which are owned by such person, or by another company which is a
majority-owned subsidiary of such person. The 1940 Act further defines voting securities as any security presently
37
entitling the owner or holder thereof to vote for the election of directors of a company. We will treat companies in which
we own at least a majority of the outstanding voting securities as majority-owned subsidiaries for purposes of the 40%
test. We will also treat securitization trusts as majority-owned subsidiaries for purposes of this analysis even where the
securities issued by such trusts do not meet the definition of voting securities under the 1940 Act only in cases where this
conclusion is supported by an opinion of counsel that the trust certificates or other interests issued by such securitization
trusts are the functional equivalent of voting securities and that, in any event, such securitization trusts should be
considered to be majority-owned subsidiaries for purposes of this analysis. We have not requested the SEC, or its staff,
to concur or approve our treatment of any securitization trust or other company as a majority-owned subsidiary and
neither the SEC nor its staff has done so. If the SEC, or its staff, were to disagree with our treatment of one of more
companies as majority-owned subsidiaries, we would need to adjust our strategy and our assets in order to continue to
pass the 40% test. Any such adjustment in our strategy could have a material adverse effect on us.
We believe that certain of our subsidiaries qualify to be excluded from the definition of investment company under the
1940 Act pursuant to Section 3(c)(5)(C) of the 1940 Act, which is available for entities “primarily engaged in the
business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” This exception
generally requires that at least 55% of such subsidiaries’ assets must be comprised of qualifying assets and at least 80%
of their total assets must be comprised of qualifying assets and real estate-related assets under the 1940 Act. We will
treat as qualifying assets for this purpose LMM loans and other mortgages, in each case meeting certain other
qualifications based upon SEC staff no-action letters. Although SEC staff no-action letters have not specifically
addressed the categorization of these types of assets, we will also treat as qualifying assets for this purpose bridge loans
wholly-secured by first priority liens on real estate that provide interim financing to borrowers seeking short-term capital
(with terms of generally up to three years), MBS representing ownership of an entire pool of mortgage loans, and real
estate-owned properties that may be acquired in connection with mortgage loan foreclosures. We expect each of our
subsidiaries relying on Section 3(c)(5)(C) may invest an additional 25% of its assets in either qualifying assets or in
other types of mortgages, interests in MBS or other securitizations, securities of REITs, and other real estate-related
assets. We expect each of our subsidiaries relying on Section 3(c)(5)(C) to rely on guidance published by the SEC, or its
staff, or if such guidance has not been published, on our own analyses to determine which assets are qualifying real
estate assets and real estate-related assets. To the extent that the SEC, or its staff, publishes new or different guidance
with respect to these matters, we may be required to adjust our strategy accordingly. Although we intend to monitor our
portfolio periodically and prior to each investment acquisition, there can be no assurance that we will be able to maintain
an exclusion for these subsidiaries. In addition, we may be limited in our ability to make certain investments and these
limitations could result in the subsidiary holding assets we might wish to sell or selling assets we might wish to hold.
In 2011, the SEC solicited public comment on a wide range of issues relating to Section 3(c)(5)(C) of the 1940 Act,
including the nature of the assets that qualify for purposes of the exclusion and whether mortgage REITs should be
regulated in a manner similar to registered investment companies. There can be no assurance that the laws and
regulations governing the 1940 Act status of REITs, including the SEC, or its staff, providing more specific or different
guidance regarding this exclusion, will not change in a manner that adversely affects our operations. If our Company or
our subsidiaries fail to maintain an exception or exemption from the 1940 Act, we could, among other things, be required
either to (i) change the manner in which we conduct our operations to avoid being required to register as an investment
company, (ii) effect sales of our assets in a manner that, or at a time when, we would not otherwise choose to do so, or
(iii) register as an investment company, any of which would negatively affect the value of our shares of common stock,
the sustainability of our business model, and our ability to make distributions which would have an adverse effect on our
business and the value of our shares of common stock.
Certain of our subsidiaries may rely on the exclusion from the definition of investment company provided by Section
3(c)(6) to the extent that they hold mortgage assets through majority-owned subsidiaries that rely on Section 3(c)(5)(C).
Little interpretive guidance has been issued by the SEC, or its staff, with respect to Section 3(c)(6) and any guidance
published by the SEC, or its staff, could require us to adjust our strategy accordingly. Although little interpretive
guidance has been issued with respect to Section 3(c)(6), we believe that certain of our subsidiaries may rely on Section
3(c)(6) if, among other things, 55% of the assets of such subsidiaries consist of, and at least 55% of the income of such
subsidiaries are derived from, qualifying real estate investment assets owned by wholly-owned or majority-owned
subsidiaries of such subsidiaries.
38
Qualification for exemption from registration under the 1940 Act will limit our ability to make certain investments. For
example, these restrictions will limit the ability of our subsidiaries to invest directly in MBS that represent less than the
entire ownership in a pool of mortgage loans, debt and equity tranches of securitizations and MBS, and real estate
companies or in assets not related to real estate.
No assurance can be given that the SEC, or its staff, will concur with our classification of our Company or our
subsidiaries’ assets or that the SEC, or its staff, will not, in the future, issue further guidance that may require us to
reclassify those assets for purposes of qualifying for an exclusion from regulation under the 1940 Act. To the extent that
the SEC staff provides more specific guidance regarding any of the matters bearing upon the definition of investment
company and the exceptions to that definition, we may be required to adjust our investment strategy accordingly.
Additional guidance from the SEC, or its staff, could provide additional flexibility to us, or it could further inhibit our
ability to pursue the investment strategy we have chosen. If the SEC, or its staff takes a position contrary to our analysis
with respect to the characterization of any of the assets or securities we invest in, we may be deemed an unregistered
investment company. Therefore, in order not to be required to register as an investment company, we may need to
dispose of a significant portion of our assets or securities or acquire significant other additional assets which may have
lower returns than our expected portfolio, or we may need to modify our business plan to register as an investment
company, which would result in significantly increased operating expenses and would likely entail significantly reducing
our indebtedness, which could also require us to sell a significant portion of our assets. We cannot assure you that we
would be able to complete these dispositions or acquisitions of assets, or deleveraging, on favorable terms, or at all.
Consequently, any modification of our business plan could have a material adverse effect on us.
Further, if the SEC determined that we were an unregistered investment company, we would be subject to monetary
penalties and injunctive relief in an action brought by the SEC, we would potentially be unable to enforce contracts with
third parties and third parties could seek to obtain rescission of transactions undertaken during the period for which it
was established that we were an unregistered investment company. Any of these results would have a material adverse
effect on us. Since we are not expected to be subject to the 1940 Act and the rules and regulations promulgated
thereunder, we will not be subject to its substantive provisions, including provisions requiring diversification of
investments, limiting leverage and restricting investments in illiquid assets.
Rapid changes in the values of our target assets may make it more difficult for us to maintain our qualification as a
REIT or our exclusion from the 1940 Act.
If the fair market value or income potential of our target assets declines as a result of increased interest rates, prepayment
rates, general market conditions, government actions or other factors, we may need to increase our real estate assets and
income or liquidate our non-qualifying assets to maintain our REIT qualification or our exclusion from the 1940 Act. If
the decline in real estate asset values or income occurs quickly, this may be especially difficult to accomplish. We may
have to make decisions that we otherwise would not make absent the REIT and 1940 Act considerations.
The working capital advances we provide to small businesses may become uncollectible, and large amounts of
uncollectible advances may adversely affect our performance.
We provide working capital advances to small businesses through the purchase of their future revenues. We enter into a
contract with the business whereby we pay the business an upfront amount in return for a specific amount of the
business’s future revenue receivables. Our working capital advance activity presents risks, including the illiquidity of the
cash advances; our critical reliance on certain individuals to operate the business; collection issues and challenges given
that working capital advances are generally unsecured; limited availability of financing sources, such as securitizations,
to fund such advances; and sensitivity to general economic and regulatory conditions. We face the risk that merchants
will fail to repay advances made by us in these transactions. Rates at which merchants do not repay amounts owed under
these transactions may be significantly affected by economic downturns or general economic conditions beyond our
control or beyond the control of the small businesses who repay the amounts advanced based on the volume of their
revenue streams. While we have established an allowance for doubtful purchased future receivables based on historical
and other objective information, it is also dependent on our subjective assessment based upon our experience and
judgment. Actual losses are difficult to forecast and, as a result, there can be no assurance that our allowance for losses
will be sufficient to absorb any actual losses. If we are unable to collect the full amount of the working capital advance
receivable we acquire through the advance, we may be required to expend monies in connection with remedial actions,
39
which expenditures could be material. In addition, the working capital advances that we make are relatively illiquid with
no established market for their purchase and sale, and there can be no assurance that we would be able to liquidate those
investments in a timely manner, or at all.
Providing working capital advances to small businesses through the purchase of its future revenue depends on our
ability to fund our working capital advances and collect payment on and service the working capital advances.
We rely on unaffiliated banks for the Automated Clearing House (“ACH”) transaction process used to disburse the
proceeds of working capital advances to our customers and to automatically collect scheduled payments on such working
capital advances. As we are not a bank, we do not have the ability to directly access the ACH payment network and must
therefore rely on an FDIC-insured depository institution to process our transactions. If we cannot continue to obtain such
services from our current institutions or elsewhere, or if we cannot transition to another processor quickly, our ability to
fund working capital advances and process payments will suffer. If we fail to fund working capital advances promptly as
expected, we risk loss of customers and damage to our reputation which could materially harm our business. If we fail to
adequately collect amounts owing in respect of the working capital advances, as a result of the loss of direct debiting or
otherwise, then payments to us may be delayed or reduced and our revenue and operating results may be harmed.
Risks Related to Our Company
Any disruption in the availability and/or functionality of our technology infrastructure and systems could adversely
impact our business.
Our ability to acquire and originate LMM loans and manage any related interest rate risks and credit risks is critical to
our success and is highly dependent upon the efficient and uninterrupted operation of our computer and communications
hardware and software systems. For example, we will rely on our proprietary database to track and maintain all loan
performance and servicing activity data for loans in our portfolio. This data is used to manage the portfolio, track loan
performance, develop and execute asset disposition strategies. In addition, this data is used to evaluate and price new
investment opportunities. Some of these systems will be located at our facility and some will be maintained by third-
party vendors. Any significant interruption in the availability and functionality of these systems could harm our business.
In the event of a systems failure or interruption by our third-party vendors, we will have limited ability to affect the
timing and success of systems restoration. If such interruptions continue for a prolonged period of time, it could have a
material and adverse impact on our business, results of operations and financial condition.
Cybersecurity risk and cyber incidents may adversely affect our business by causing a disruption to our operations, a
compromise or corruption of the security, confidentiality, or integrity of our Company, employee, customer, or third-
party confidential information and/or damage to our reputation or business relationships, any of which could
negatively impact our financial results.
Our risk of a cyber incident or disruption, particularly through cyber-attacks or cyber intrusions, including by computer
hackers, nation-state affiliated actors, and cyber terrorists, has generally increased as the number, intensity and
sophistication of attempted attacks and intrusions from around the world have increased. The result of these incidents
may include disrupted operations, misstated or unreliable financial data, disrupted market price of our common stock,
misappropriation of assets, liability for stolen assets or information, increased cybersecurity protection and insurance
cost, regulatory enforcement, litigation and damage to our relationships. These risks require continuous and likely
increasing attention and other resources from us to, among other actions, identify and quantify these risks, upgrade and
expand our technological capabilities, systems and processes to adequately address them and provide periodic training
for our employees to assist them in detecting phishing, malware and other schemes. Such attention diverts time and other
resources from other activities and there is no assurance that our efforts will be effective. Potential sources for
disruption, damage or failure of our information technology systems include, without limitation, computer viruses, cyber
incidents, human error, natural disasters and defects in design. In addition, we cannot be certain that our existing cyber
insurance coverage will continue to be available on acceptable terms or that our insurers will not deny coverage as to all
or part of any future claim or loss.
Additionally, due to the size and nature of our Company, we rely on third-party service providers for many aspects of
our business. Notwithstanding our efforts to oversee and mitigate risks associated with our use of third-party service
40
providers, we can provide no assurance that the networks and systems that our third-party vendors have established or
use will be effective. As our reliance on technology has increased, so have the risks posed to both our information
systems and those provided by third-party service providers. We have implemented processes, procedures and internal
controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness
of the nature and extent of a risk of a cyber incident, do not guarantee that our financial results, operations or confidential
information will not be negatively impacted by such an incident.
Further, the SEC requires public companies to disclose any material cybersecurity incident affecting them on a Current
Report on Form 8-K within four business days of determining that such a material cybersecurity incident has occurred,
and to disclose on an annual basis any material information regarding their cybersecurity risk management, strategy and
governance. If we fail to comply with these requirements, we could incur regulatory fines and our reputation, business,
financial condition and results of operations could be harmed.
We are highly dependent on information systems and communication systems; systems failures and other operational
disruptions could significantly affect our business, which may, in turn, negatively affect our operating results and our
ability to pay dividends to our stockholders.
Our business is highly dependent on our communications and our information systems, which may interface with or
depend on systems operated by third parties, including market counterparties, loan originators and other service
providers. Any failure or interruption of these systems could cause delays or other problems in our activities, including
in our target asset origination or acquisition activities, which could have a material adverse effect on our operating
results and negatively affect the value of our common stock and our ability to pay dividends to our stockholders.
Additionally, we rely heavily on financial, accounting and other data processing systems and operational risks arising
from mistakes made in the confirmation or settlement of transactions, from transactions not being properly booked,
evaluated or accounted for or other similar disruption in our operations may cause us to suffer financial loss, the
disruption of our business, liability to third parties, regulatory intervention or reputational damage.
Accounting rules for certain of our transactions are highly complex and involve significant judgment and
assumptions. Changes in such rules, accounting interpretations or our assumptions could adversely impact our ability
to timely and accurately prepare our consolidated financial statements.
We are subject to Financial Accounting Standards Board (“FASB”) standards and interpretations that can result in
significant accounting changes that could have a material and adverse impact on our results of operations and financial
condition. Accounting rules for financial instruments, including the acquisition and sales or securitization of mortgage
loans, investments in ABS, derivatives, investment consolidations and other aspects of our anticipated operations are
highly complex and involve significant judgment and assumptions. For example, our estimates and judgments are based
on a number of factors, including projected cash flows from the collateral securing our LMM loans, the likelihood of
repayment in full at the maturity of a loan, potential for an LMM loan refinancing opportunity in the future and expected
market discount rates for varying property types. These complexities could lead to a delay in the preparation of financial
information and the delivery of this information to our stockholders.
Changes in accounting rules, interpretations or our assumptions could also undermine our ability to prepare timely and
accurate financial statements, which could result in a lack of investor confidence in our financial information and could
materially and adversely affect the market price of our common stock.
Provisions for credit losses are difficult to estimate.
Our provision for loan losses is evaluated on a quarterly basis. The determination of our provision for loan losses
requires us to make certain estimates and judgments, which may be difficult to determine. Our estimates and judgments
are based on a number of factors, including (1) whether cash from operations is sufficient to cover the debt service
requirements currently and into the future, (2) the ability of the borrower to refinance the loan and (3) the property’s
liquidation value, all of which remain uncertain and are subjective. Our estimates and judgments may not be correct and,
therefore, our results of operations and financial condition could be severely impacted.
41
Under the CECL model, we are required to present certain financial assets carried at amortized cost, such as loans held
for investment, at the net amount expected to be collected. The measurement of expected credit losses is to be based on
past events including historical experience, current conditions, and reasonable and supportable forecasts that affect the
collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the
balance sheet and updated quarterly thereafter.
We
may be unable to integrate prior or future acquisitions successfully and realize the anticipated synergies and
other expected benefits of such acquisitions on the anticipated timeframe or at all.
We have completed a number of acquisitions in the past that we believed presented revenue, profit and cost-saving
synergy opportunities and we continue to consider potential acquisitions from time to time. However, there can be no
assurance a contemplated acquisition will be completed, and this uncertainty could cause some third parties with whom
we do business to delay or defer decisions regarding entering into contracts or loan agreements or otherwise conducting
business with us, or to seek to change or cancel existing business relationships with us, any of which could negatively
affect our revenues, earnings, cash flows and expenses, regardless of whether the contemplated acquisition is completed.
Additionally, the integration of past and future acquisitions, including the contemplated acquisition of UDF IV, may
require the devotion of significant management attention and resources. Past and potential difficulties we may encounter
in the integration process include, but are not limited to, the following:
•
the complexities of combining companies with different histories and portfolio assets;
•
the difficulties or delays in redeploying the capital acquired in connection with an acquisition into the target
assets of the combined company;
•
potential unknown liabilities and unforeseen increased expenses, delays or conditions associated with an
acquisition; and
•
performance shortfalls as a result of the diversion of management’s attention caused by completing an
acquisition and integrating the companies’ operations.
For all these reasons, you should be aware that it is possible that the integration process could result in the disruption of
our Company’s ongoing business or inconsistencies in our operations, services, standards, controls, policies and
procedures, any of which could adversely affect our ability to deliver investment returns to stockholders, to maintain
relationships with our key stakeholders and employees, to achieve the anticipated benefits of an acquisition, or otherwise
materially and adversely affect our business and financial results.
We may seek to sell one of our business segments in an effort to maximize shareholder value, which may adversely
affect our Company, our reputation, our results of operations and financial position or our stock price.
We continue to evaluate opportunities to restructure our business in an effort to maximize shareholder value, which
could include the divestiture of certain of our business segments. Divestitures are subject to numerous risks and
uncertainties, including, among others:
•
the risk that a divestiture may not be completed in the expected time frame or at all;
•
disruption of our management’s attention from ongoing business operations due to a proposed or pending
divestiture;
•
the acceptance of a less than favorable sales price or other terms of sale;
•
the potential loss of key personnel or operations;
•
adverse reactions from our borrowers, lenders or other counterparties, or those of the divested business
segment;
42
•
the risk of litigation or other judicial or administrative proceedings arising from the divestiture; and
•
negative reactions from market analysts and adverse impacts on our stock price.
A divestiture could result in significant costs to us and is subject to numerous risks, including those listed above. We
cannot provide any assurance that a sale of a business segment will be successful or will not harm our business, our
reputation our results of operations and financial position or our stock price.
Risks Related to Our Relationship with Waterfall
We depend on Waterfall and its key personnel for our success. We may not find a suitable replacement for Waterfall
if the management agreement is terminated, or if key personnel leave the employment of Waterfall or otherwise
become unavailable to us.
We are dependent on Waterfall for our day-to-day management. Our Chief Financial Officer, Chief Operating Officer
and Chief Credit Officer, who are employed by Waterfall, are dedicated exclusively to our business, along with several
of Waterfall’s accounting professionals. In addition, Waterfall or our Company may in the future hire additional
personnel that may be dedicated to our business. Waterfall is not obligated under the management agreement to dedicate
any of its personnel exclusively to our business, other than our Chief Financial Officer and an accounting professional,
nor is it or its personnel obligated to dedicate any specific portion of its or their time to our business. We will also be
responsible for the costs of our own employees. However, with the exception of our subsidiaries, which employ their
own personnel, we do not have and do not expect to have our own employees. Accordingly, we believe that our success
will depend to a significant extent upon the efforts, experience, diligence, skill and network of business contacts of the
executive officers and key personnel of Waterfall. The executive officers and key personnel of Waterfall will evaluate,
negotiate, structure, close and monitor our acquisitions of assets, and our success will depend on its continued service.
The departure of any of the executive officers or key personnel of Waterfall could have a material adverse effect on our
performance. In addition, we offer no assurance that Waterfall will remain our manager or that we will continue to have
access to Waterfall’s principals and professionals. The current term of our management agreement runs through October
31,
2025
and, unless terminated in accordance with its terms, our management agreement will automatically renew for a
successive one-year term on each anniversary thereafter. If the management agreement is terminated and no suitable
replacement is found to manage our
Company, we may not be able to execute our business plan.
Should one or more of Waterfall’s key personnel leave the employment of Waterfall or otherwise become unavailable to
us, Waterfall may not be able to find a suitable replacement and we may not be able to execute certain aspects of our
business plan.
There are various conflicts of interest in our relationship with Waterfall which could result in decisions that are not
in the best interests of our stockholders.
We are subject to conflicts of interest arising out of our relationship with Waterfall and its affiliates. Our Chief Financial
Officer, Chief Operating Officer and Chief Credit Officer are dedicated exclusively to us, along with several of
Waterfall’s accounting professionals and an information technology professional. With the exception of our subsidiaries,
which employ their own personnel, we do not have and do not expect to have our own employees. In addition, we expect
that our Chief Executive Officer and Chief Investment Officer, President, portfolio managers and any other appropriate
personnel of Waterfall will devote such portion of their time to our affairs as is necessary to enable us to effectively
operate our business. Waterfall and our non-dedicated officers may have conflicts between their duties to us and their
duties to, and interests in, Waterfall and its affiliates. Waterfall is not required to devote a specific amount of time or the
services of any particular individual to our operations. Waterfall manages or provides services to other clients, and we
may compete with these other clients for Waterfall’s resources and support. The ability of Waterfall and its officers and
personnel to engage in other business activities may reduce the time they spend advising us.
There may also be conflicts in allocating assets that are suitable for us and other clients of Waterfall and its affiliates.
Waterfall manages a series of funds and a limited number of separate accounts, which focus on a range of ABS and other
credit strategies. None of these other funds or separate accounts focus on LMM loans as their primary business strategy.
43
To address certain potential conflicts arising from our relationship with Waterfall or its affiliates, Waterfall has agreed in
a side letter agreement with us that, for so long as the management agreement is in effect, neither it nor any of its
affiliates will (i) sponsor or manage any additional investment vehicle where we do not participate as an investor whose
primary investment strategy will involve LMM mortgage loans, unless Waterfall obtains the prior approval of a majority
of our Board (including a majority of our independent directors), or (ii) acquire a portfolio of assets, a majority of which
(by value or UPB) are LMM mortgage loans on behalf of another investment vehicle (other than acquisitions of LMM
ABS), unless we are first offered the investment opportunity and a majority of our Board (including a majority of our
independent directors) decide not to acquire such assets.
The side letter agreement does not cover LMM ABS acquired in the market and non-real estate secured loans and we
may compete with other existing clients of Waterfall and its affiliates, other funds managed by Waterfall that focus on a
range of ABS and other credit strategies and separately managed accounts, and future clients of Waterfall and its
affiliates in acquiring LMM ABS, non-real estate secured loans and portfolios of assets less than a majority of which (by
value or UPB) are LMM loans, and in acquiring other target assets that do not involve LMM loans.
We will pay Waterfall substantial management fees regardless of the performance of our portfolio. Waterfall’s
entitlement to a base management fee, which is not based upon performance metrics or goals, might reduce its incentive
to devote its time and effort to seeking assets that provide attractive risk-adjusted returns for our portfolio. This in turn
could hurt both our ability to make distributions to our stockholders and the market price of our common stock. The
management agreement was negotiated between related parties and their terms, including fees payable, may not be as
favorable to us as if they had been negotiated with unaffiliated third parties.
The termination of the management agreement may be difficult and require payment of a substantial termination fee
or other amounts, including in the case of termination for unsatisfactory performance, which may adversely affect
our inclination to end our relationship with Waterfall.
Termination of the management agreement without cause is difficult and costly. Our independent directors will review
Waterfall’s performance and the management fees annually and, following the initial term, the management agreement
may be terminated annually upon the affirmative vote of at least two-thirds of our independent directors, or by a vote of
the holders of at least a majority of the outstanding shares of our common stock (other than shares held by members of
our senior management team and affiliates of Waterfall), based upon: (i) Waterfall’s unsatisfactory performance that is
materially detrimental to our Company, or (ii) a determination that the management fees or incentive distribution payable
to Waterfall are not fair, subject to Waterfall’s right to prevent termination based on unfair fees by accepting a reduction
of management fees or incentive distribution agreed to by at least two-thirds of our independent directors. We must
provide Waterfall with 180 days prior notice of any such termination. Additionally, upon such a termination by us
without cause (or upon termination by Waterfall due to our material breach), the management agreement provides that
we will pay Waterfall a termination fee equal to three times the average annual base management fee earned by
Waterfall during the prior 24-month period immediately preceding the date of termination, calculated as of the end of the
most recently completed fiscal quarter prior to the date of termination, except upon an internalization. Additionally, if
the management agreement is terminated under circumstances in which we are obligated to make a termination payment
to Waterfall, our operating partnership shall repurchase, concurrently with such termination, the Class A special unit in
our operating partnership held by Waterfall entitling Waterfall to an incentive distribution from our operating partnership
for an amount equal to three times the average annual amount of the incentive distribution paid or payable in respect of
the Class A special unit during the 24-month period immediately preceding such termination, calculated as of the end of
the most recently completed fiscal quarter before the date of termination. These provisions may increase the cost to our
Company of terminating the management agreement and adversely affect our ability to terminate Waterfall without
cause.
If we internalize our management functions or if Waterfall is internalized by another sponsored program, we may be
unable to obtain key personnel, and the consideration we pay for any such internalization could exceed the amount of
44
any termination fee, either of which could have a material and adverse effect on our business, financial condition and
results of operations.
We may engage in an internalization transaction, become self-managed and, if this were to occur, certain key employees
may not become our employees but may instead remain employees of Waterfall or its affiliates. An inability to manage
an internalization transaction effectively could thus result in us incurring excess costs and suffering deficiencies in our
disclosure controls and procedures or our internal control over financial reporting. Such deficiencies could cause us to
incur additional costs, and our management’s attention could be diverted from most effectively managing our
investments. Additionally, if another program sponsored by Waterfall internalizes Waterfall, key personnel of Waterfall,
who also are key personnel of the other sponsored program, would become employees of the other program and would
no longer be available to us. Any such loss of key personnel could adversely impact our ability to execute certain aspects
of our business plan. Furthermore, in the case of any internalization transaction, we expect that we would be required to
pay consideration to compensate Waterfall for the internalization in an amount that we will negotiate with Waterfall in
good faith and which will require approval of at least a majority of our independent directors. It is possible that such
consideration could exceed the amount of the termination fee that would be due to Waterfall if the conditions for
terminating the management agreement without cause are satisfied and we elected to terminate the management
agreement and payment of such consideration could have a material and adverse effect on our business, financial
condition and results of operations.
The Class A special unit entitling Waterfall to an incentive distribution may induce Waterfall to make certain
investments that may not be favorable to us, including speculative investments.
Under the partnership agreement of our operating partnership, Waterfall, the holder of the Class A special unit in our
operating partnership is entitled to receive an incentive distribution that may cause Waterfall to place undue emphasis on
the maximization of our “distributable earnings”, which is referred to as core earnings under the partnership agreement,
at the expense of other criteria, such as preservation of capital, to achieve a higher incentive distribution. Investments
with higher yield potential are generally riskier or more speculative. This could result in increased risk to the value of our
portfolio. For a discussion of the calculation of distributable earnings under the partnership agreement, see “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Incentive Distribution
Payable to Waterfall” included in this Form 10-K.
Our Board will not approve each investment and financing decision made by Waterfall unless required by our
investment guidelines.
We have authorized Waterfall to follow broad investment guidelines established by our Board. Our Board periodically
reviews our investment guidelines and investment portfolio but does not, and is not required to, review all of our
proposed investments. These investment guidelines may be changed from time to time by our Board without the
approval of our stockholders. To the extent that our Board approves material changes to the investment guidelines, we
will inform our stockholders of such changes through disclosure in our periodic reports and other filings required under
the Exchange Act. In addition, in conducting its periodic reviews, our Board may rely primarily on information provided
to them by Waterfall. Furthermore, Waterfall may use complex strategies, and transactions entered into may be costly,
difficult or impossible to unwind by the time they are reviewed by our Board. Accordingly, Waterfall will have great
latitude in determining the types and amounts of target assets it may decide are attractive investments for us, which could
result in investment returns that are substantially below expectations or that result in losses, which would materially and
adversely affect our business operations and results.
Risks Related to Our Residential Mortgage Lending Business
Interest rate mismatches between our floating rate mortgages and our borrowings used to fund our purchases of
these assets may cause us to suffer losses.
We will likely fund our residential mortgage loans with borrowings that have interest rates that adjust more frequently
than the interest rate indices and repricing terms of floating rate mortgage loans. Accordingly, if short-term interest rates
increase, our borrowing costs may increase faster than the interest rates on our floating rate mortgage loans adjust. As a
result, in a period of rising interest rates, we could experience a decrease in net income or a net loss.
45
In most cases, the interest rate indices and repricing terms of floating rate mortgage loans and our borrowings are not
identical, thereby potentially creating an interest rate mismatch between our investments and our borrowings. While the
historical spread between relevant short-term interest rate indices has been relatively stable, there have been periods
when the spread between these indices was volatile. During periods of changing interest rates, these interest rate index
mismatches could reduce our net income or produce a net loss, and adversely affect the level of our dividends and the
market price of our common stock.
In addition, floating rate mortgage loans are typically subject to lifetime interest rate caps that limit the amount an
interest rate can increase through the maturity of the floating rate mortgage loans. However, our borrowings under
repurchase agreements typically are not subject to similar restrictions. Accordingly, in a period of rapidly increasing
interest rates, the interest rates paid on our borrowings could increase without limitation while caps could limit the
interest rates on these types of assets. This problem is magnified for floating rate mortgage loans that are not fully
indexed. Further, some floating rate mortgage loans may be subject to periodic payment caps that result in a portion of
the interest being deferred and added to the principal outstanding. As a result, we may receive less income on these types
of assets than we need to pay interest on our related borrowings. These factors could reduce our net interest income and
cause us to suffer a loss during periods of rising interest rates.
We may be subject to liability in connection with our residential mortgage loans for potential violations of consumer
protection laws and regulations.
Federal consumer protection laws and regulations have been enacted and promulgated that are designed to regulate
residential mortgage loan underwriting and originators’ lending processes, standards, and disclosures to borrowers.
These laws and regulations include the Ability to Repay/Qualified Mortgage Rule ("ATR/QM Rule") of the Consumer
Financial Protection Bureau (“CFPB”) under Regulation Z and Mortgage Servicing Rules under Regulation X and
Regulation Z. In addition, there are various other federal, state, and local laws and regulations that are intended to
discourage predatory lending practices by residential mortgage loan originators. For example, the federal Home
Ownership and Equity Protection Act of 1994 prohibits inclusion of certain provisions in residential mortgage loans that
have mortgage rates or origination costs in excess of prescribed levels and requires that borrowers be given certain
disclosures prior to origination. Some states have enacted, or may enact, similar laws or regulations, which in some cases
may impose restrictions and requirements greater than those in place under federal laws and regulations. In addition,
under the anti-predatory lending laws of some states, the origination of certain residential mortgage loans, including
loans that are not classified as “high cost” loans under applicable law, must satisfy a net tangible benefits test with
respect to the borrower. This test, as well as certain standards set forth in the ATR/QM Rule, may be highly subjective
and open to interpretation. As a result, a court may determine that a residential mortgage loan did not meet the standard
or test even if the originator reasonably believed such standard or test had been satisfied.
Mortgage loans also are subject to various other federal laws, including, among others:
•
the Equal Credit Opportunity Act of 1974, as amended, and Regulation B promulgated thereunder, which
prohibit discrimination on the basis of age, race, color, sex, religion, marital status, national origin, receipt
of public assistance or the exercise of any right under the Consumer Credit Protection Act of 1968, as
amended, in the extension of credit;
•
the Truth in Lending Act, as amended (“TILA”) and Regulation Z promulgated thereunder, which both
require certain disclosures to the mortgagors regarding the terms of residential loans;
•
the Real Estate Settlement Procedures Act, as amended (“RESPA”) and Regulation X promulgated
thereunder, which (among other things) prohibit the payment of referral fees for real estate settlement
services (including mortgage lending and brokerage services) and regulate escrow accounts for taxes and
insurance and billing inquiries made by mortgagors;
•
the Americans with Disabilities Act of 1990, as amended, which, among other things, prohibits
discrimination on the basis of disability in the full and equal enjoyment of the goods, services, facilities,
privileges, advantages or accommodations of any place of public accommodation;
46
•
the Fair Credit Reporting Act of 1970, as amended, and Regulation V promulgated thereunder, which
regulates the use and reporting of information related to the borrower’s credit history;
•
the Consumer Financial Protection Act, enacted as part of the Dodd-Frank Act, which (among other things)
created the CFPB and gave it broad rulemaking, supervisory and enforcement jurisdiction over mortgage
lenders and servicers, and proscribes any unfair, deceptive or abusive acts or practices in connection with
any consumer financial product or service;
•
the Fair Debt Collection Practices Act, which prohibits a debt collector from using abusive, unfair or
deceptive practices to collect debts;
•
the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, under which residential mortgage
loan originators employed by financial institutions, must register with the Nationwide Mortgage Licensing
System and Registry, obtain a unique identifier from the registry, and maintain their registration in order to
originate residential mortgage loans;
•
the Home Equity Loan Consumer Protection Act of 1988, which requires additional disclosures and limits
changes that may be made to the loan documents without the mortgagor’s consent, and restricts a
mortgagee’s ability to declare a default or to suspend or reduce a mortgagor’s credit limit to certain
enumerated events;
•
the Depository Institutions Deregulation and Monetary Control Act of 1980, which pre-empts certain state
usury laws;
•
the Dodd-Frank Act, including as described above;
•
the Service Members Civil Relief Act, as amended, which provides relief to borrowers who enter into
active military service or who were on reserve status but are called to active duty after the origination of
their mortgage loans;
•
the Right to Financial Privacy Act, which, among other requirements, imposes a duty to maintain
confidentiality of consumer financial records;
•
the Fair Housing Act of 1968, which, among other things, prohibits discrimination on the basis
of
race, religion,
sex, disability, family status, and national origin;
•
the Home Mortgage Disclosure Act, which requires certain financial institutions to publicly disclose
information about home mortgages; and
•
the Alternative Mortgage Transaction Parity Act of 1982, which pre-empts certain state lending laws which
regulate alternative mortgage transactions.
Failure of us, residential mortgage loan originators, mortgage brokers or servicers to comply with these laws and
regulations, could subject us to monetary penalties and defenses to foreclosure, including by recoupment or setoff of
finance charges and fees collected, and could result in rescission of the affected residential mortgage loans, which could
adversely impact our business and financial results.
GMFS is a seller/servicer approved to sell residential mortgage loans to Freddie Mac, Fannie Mae, the Housing and
Urban Development (“HUD”)/ FHA, the USDA, and the VA and failure to maintain its status as an approved seller/
servicer could harm our business.
GMFS is an approved Fannie Mae seller/servicer, Freddie Mac seller/servicer, Ginnie Mae issuer, HUD/ FHA mortgage,
USDA approved originator, and VA lender. As an approved seller/servicer, GMFS is required to conduct certain aspects
of its operations in accordance with applicable policies and guidelines published by these entities. Failure to maintain
47
GMFS’s status as an approved seller/servicer would mean it would not be able to sell mortgage loans to these entities,
could result in it being required to re-purchase loans previously sold to these entities, or could otherwise restrict our
business and investment options and could harm our business and expose us to losses or other claims. Fannie Mae,
Freddie Mac or these other entities may, in the future, require GMFS to hold additional capital or pledge additional cash
or assets in order to maintain approved seller/servicer status, which, if required, would adversely impact our financial
results.
GMFS operates within a highly regulated industry on a federal, state and local level and the business results of
GMFS are significantly impacted by the laws and regulations to which GMFS is subject.
As a mortgage loan originator, GMFS is subject to extensive and comprehensive regulation under federal, state and local
laws and regulations in the United States. These laws and regulations significantly affect the way that GMFS conducts its
business and restrict the scope of the existing business of GMFS and may limit the ability of GMFS to expand its
product offerings or can make the cost to originate and service mortgage loans higher, which could impact our financial
results.
The CFPB adopted changes to its Mortgage Servicing Rules in August 2016. These may increase the costs of loss
mitigation and increase foreclosure timelines. Other new regulatory requirements or changes to existing requirements
that the CFPB may promulgate could require changes in the business of GMFS, result in increased compliance costs and
impair the profitability of such business. In addition, as a result of the Dodd-Frank Act’s expansion of the authority of
state attorneys general to bring actions to enforce federal consumer protection legislation, GMFS could be subject to
state lawsuits and enforcement actions, thereby further increasing the legal and compliance costs relating to GMFS.
Amendments to the Mortgage Servicing Rules have increased the complexity of the loss mitigation and foreclosure
processes and an inadvertent failure to comply with these rules could lead to losses in the value of the mortgage loans, be
an event of default under various servicing agreements or subject GMFS to fines and penalties. The cumulative effect of
these changes could result in a material impact on our earnings.
Additionally, the Dodd-Frank Act directed the CFPB to integrate certain mortgage loan disclosures under the TILA and
RESPA, and in October 2015, these disclosure rules went into effect for newly originated residential mortgage loans.
These rules include consumer disclosure document forms, processes for determining when disclosures must be updated
and timelines for providing disclosure documents to borrowers. These rules have created the need for substantial system
and process changes at GMFS and training for its employees. CFPB further amended disclosure requirements under
Regulation Z in 2017 and 2018. Failure to comply with these requirements may result in penalties for disclosure
violations under the TILA and RESPA.
GMFS could be subject to additional regulatory requirements or changes under the Dodd-Frank Act beyond those
currently proposed, adopted or contemplated, particularly given the ongoing heightened regulatory environment in which
financial institutions operate. The ongoing implementation of the Dodd-Frank Act, including the implementation of the
Mortgage Servicing Rules and the rules related to mortgage loan disclosures by the CFPB, could affect the marketability
or liquidity of asset-backed securities and increase the regulatory compliance burden, associated costs and place
restrictions on the operations of GMFS, which could in turn adversely affect the servicing of loans and related
receivables, operating results and regulation and supervision of GMFS.
Other regulations resulting from the Dodd-Frank Act may also have a material impact on the business of GMFS. Section
1033 of the Dodd Frank Act instructed the CFPB to implement rules that ensure certain providers of financial services
will make available to a consumer in an electronic form, upon request, information in the control or possession of such
providers concerning the consumer financial product or service that the consumer obtained from such provider, including
information relating to any transaction, series of transaction, or to the account including costs, charges and usage data.
Section 1033 could impose additional privacy and security requirements, operational burdens and increased risk of
liability for access to confidential information on providers of financial services.
48
Mortgage loan modification and refinance programs as well as future legislative action may adversely affect the value
of, and the returns on, the target assets in which we invest.
The U.S. Government, through the Federal Reserve, the FHA and the FDIC, commenced implementation of programs
designed to provide homeowners with assistance in avoiding residential or commercial mortgage loan foreclosures,
including the Home Affordable Modification Program, which provides homeowners with assistance in avoiding
residential mortgage loan foreclosures, and the Home Affordable Refinance Program, which we refer to as HARP, which
allows borrowers who are current on their mortgage payments to refinance and reduce their monthly mortgage payments
at LTV ratios without new mortgage insurance. The programs may involve, among other things, the modification of
mortgage loans to reduce the principal amount of the loans or the rate of interest payable on the loans, or to extend the
payment terms of the loans.
Loan modification and refinance programs may adversely affect the performance of residential mortgage loans. These
loan modification programs, future legislative or regulatory actions, including possible amendments to the bankruptcy
laws, which result in the modification of outstanding residential mortgage loans, as well as changes in the requirements
necessary to qualify for refinancing mortgage loans with Fannie Mae, Freddie Mac or Ginnie Mae, may adversely affect
the value of, and the returns on residential mortgage loans and our other target assets that we may purchase.
We may be affected by alleged or actual deficiencies in servicing and foreclosure practices of third parties, as well as
related delays in the foreclosure process.
Allegations of deficiencies in servicing and foreclosure practices among several large sellers and servicers of residential
mortgage loans that surfaced in 2010 raised various concerns relating to such practices, including the improper execution
of the documents used in foreclosure proceedings, inadequate documentation of transfers and registrations of mortgages
and assignments of loans, improper modifications of loans, violations of representations and warranties at the date of
securitization, and failure to enforce put-backs.
As a result of alleged deficiencies in foreclosure practices, a number of servicers temporarily suspended foreclosure
proceedings beginning in the second half of 2010 while they evaluated their foreclosure practices. In late 2010, a group
of state attorneys general and state bank and mortgage regulators representing nearly all 50 states and the District of
Columbia, along with the U.S. Department of Justice and HUD, began an investigation into foreclosure practices of
banks and servicers. The investigations and lawsuits by several state attorneys general led to a settlement agreement in
March 2012 with five of the nation’s largest banks, pursuant to which the banks agreed to pay more than $25 billion to
settle claims relating to improper foreclosure practices. The settlement does not prohibit the states, the federal
government, individuals or investors in residential MBS from pursuing additional actions against the banks and servicers
in the future.
The integrity of the servicing and foreclosure processes are critical to the value of the residential mortgage loans and the
residential MBS collateralized by residential mortgage loans in which we will invest, and our financial results could be
adversely affected by deficiencies in the conduct of those processes. For example, delays in the foreclosure process that
have resulted from investigations into improper servicing practices may adversely affect the values of, and our losses on,
the residential mortgage loans we own or may originate or acquire. Foreclosure delays may also increase the
administrative expenses of any securitization trusts that we may sponsor, thereby reducing the amount of funds available
for distribution to our stockholders. In addition, the subordinate classes of securities issued by any such securitization
trusts may continue to receive interest payments while the defaulted loans remain in the trusts, rather than absorbing the
default losses. This may reduce the amount of credit support available for the senior classes we may own, thus possibly
adversely affecting these securities.
In addition, in these circumstances, we may be obligated to fund any obligation of the servicer to make advances on
behalf of a delinquent loan obligor. To the extent that there are significant amounts of advances that need to be funded in
respect of loans where we own the servicing right, it could have a material adverse effect on our business and financial
results.
While we believe that the sellers and servicers would be in violation of their servicing contracts to the extent that they
have improperly serviced mortgage loans or improperly executed documents in foreclosure or bankruptcy proceedings,
49
or do not comply with the terms of servicing contracts when deciding whether to apply principal reductions, it may be
difficult, expensive and time consuming for us to enforce our contractual rights.
We will continue to monitor and review the issues raised by the alleged improper foreclosure practices. While we cannot
predict exactly how the servicing and foreclosure matters or the resulting litigation or settlement agreements will affect
our business, there can be no assurance that these matters will not have an adverse impact on our consolidated results of
operations and financial condition.
Our MSRs will expose us to significant risks.
Fannie Mae, Freddie Mac and Ginnie Mae generally require mortgage servicers to be paid a minimum servicing fee that
significantly exceeds the amount a servicer would charge in an arm’s-length transaction. Our residential MSRs are
recorded at fair value on our balance sheet based upon significant estimates and assumptions, with changes in fair value
included in our consolidated results of operations. Such estimates and assumptions would include, without limitation,
estimates of future cash flows associated with our residential MSRs based upon assumptions involving interest rates as
well as the prepayment rates, delinquencies and foreclosure rates of the underlying serviced mortgage loans.
The ultimate realization of the value of MSRs may be materially different than the fair values of such MSRs as reflected
in our financial statements as of any particular date. The use of different estimates or assumptions in connection with the
valuation of these assets could produce materially different fair values for such assets, which could have a material
adverse effect on our consolidated financial position, results of operations and cash flows. Accordingly, there may be
material uncertainty about the value of our MSRs.
Changes in interest rates are a key driver of the performance of MSRs. Historically, the value of MSRs has increased
when interest rates rise and decreased when interest rates decline due to the effect those changes in interest rates have on
prepayment estimates. We may pursue various hedging strategies to seek to reduce our exposure to adverse changes in
interest rates. Our hedging activity will vary in scope based on the level and volatility of interest rates, the type of assets
held and other changing market conditions. Interest rate hedging may fail to protect or could adversely affect us. To the
extent we do not utilize derivatives to hedge against changes in the fair value of MSRs, our balance sheet, consolidated
results of operations and cash flows would be susceptible to significant volatility due to changes in the fair value of, or
cash flows from, MSRs as interest rates change.
Prepayment speeds significantly affect excess mortgage servicing fees. Prepayment speed is the measurement of how
quickly borrowers pay down the unpaid principal balance of their loans or how quickly loans are otherwise brought
current, modified, liquidated or charged off. We will base the price we pay for MSRs and the rate of amortization of
those assets on factors such as our projection of the cash flows from the related pool of mortgage loans. Our expectation
of prepayment speeds will be a significant assumption underlying those cash flow projections. If prepayment speeds are
significantly greater than expected, the carrying value of MSRs could exceed their estimated fair value. If the fair value
of MSRs decreases, we would be required to record a non-cash charge, which would have a negative impact on our
financial results. Furthermore, a significant increase in prepayment speeds could materially reduce the ultimate cash
flows we receive from MSRs, and we could ultimately receive substantially less than what we paid for such assets.
Delinquency rates have a significant impact on the valuation of any excess mortgage servicing fees. An increase in
delinquencies will generally result in lower revenue because typically we will only collect servicing fees from agencies
or mortgage owners for performing loans. If delinquencies are significantly greater than we expect, the estimated fair
value of the MSRs could be diminished. When the estimated fair value of MSRs is reduced, we could suffer a loss,
which could have a negative impact on our financial results.
MSRs are subject to numerous U.S. federal, state and local laws and regulations and may be subject to various judicial
and administrative decisions imposing various requirements and restrictions on our business. Our failure to comply, or
the failure of the servicer to comply, with the laws, rules or regulations to which we or the servicer are subject by virtue
of ownership of MSRs, whether actual or alleged, could expose us to fines, penalties or potential litigation liabilities,
including costs, settlements and judgments, any of which could have a material adverse effect on our business, financial
condition, consolidated results of operations or cash flows.
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GMFS originates residential mortgage loans which have risks of losses due to mortgage loan defaults or fraud.
GMFS currently originates loans that are eligible to be purchased, guaranteed or insured by Fannie Mae, Freddie Mac,
FHA, VA and USDA through retail, correspondent and broker channels. GMFS may originate loans that are not
guaranteed or insured by such agencies or channels, and the origination of these residential mortgage loans have risks of
losses due to mortgage loan defaults or fraud. The ability of borrowers to make timely principal and interest payments
could be adversely affected by changes in their personal circumstances, a rise in interest rates, a recession, declining real
estate property values or other economic events, resulting in losses. Moreover, if a borrower defaults on a mortgage loan
that GMFS or we own and if the liquidation proceeds from the sale of the property do not cover the loan amount and the
legal, broker and selling costs, GMFS or we would experience a loss. We could experience losses if we fail to detect
fraud, where a borrower or lending partner has misrepresented its financial situation or purpose for obtaining the loan, or
an appraisal misrepresented the value of the property collateralizing its loan.
Some of the loans we originate may be insured in part by mortgage insurers or financial guarantors. Mortgage insurance
protects the lender or other holder of a loan up to a specified amount, in the event the borrower defaults on the loan.
Mortgage insurance is generally obtained only when the principal amount of the loan at the time of origination is greater
than 80% of the value of the property (LTV), although it may not always be obtained in these circumstances. Any
inability of the mortgage insurers to pay in full the insured portion of the loans that we hold would adversely affect the
value of our loans, which could increase our credit risk, reduce our cash flows, or otherwise adversely affect our
business.
We will hold and may originate or acquire additional residential mortgage loans collateralized by subprime mortgage
loans, which are subject to increased risks.
We will hold and may originate or acquire additional subprime residential mortgage loans backed by collateral pools of
subprime mortgage loans that have been originated using underwriting standards that are less restrictive than those used
in underwriting other higher quality mortgage loans. These lower standards include mortgage loans made to borrowers
having imperfect or impaired credit histories, mortgage loans where the amount of the loan at origination is 80% or more
of the value of the mortgage property, mortgage loans made to borrowers with low credit scores, mortgage loans made to
borrowers who have other debt that represents a large portion of their income and mortgage loans made to borrowers
whose income is not required to be disclosed or verified. Due to economic conditions, including lower home prices, as
well as aggressive lending practices, subprime mortgage loans have in recent years experienced increased rates of
delinquency, foreclosure, bankruptcy and loss, and they are likely to continue to experience delinquency, foreclosure,
bankruptcy and loss rates that are higher, and that may be substantially higher, than those experienced by mortgage loans
underwritten in a more traditional manner. Thus, because of the higher delinquency rates and losses associated with
subprime mortgage loans, the performance of subprime mortgage loans that we hold and may originate or acquire could
be correspondingly adversely affected, which could adversely impact our consolidated results of operations, financial
condition and business.
Deficiencies in the underwriting of newly originated residential mortgage loans may result in an increase in the
severity of losses on our residential mortgage loans.
The underwriting of newly originated residential mortgage loans is different than the underwriting and investment
process related to seasoned mortgage loans, which focuses, in part, on performance history. Prior to originating or
acquiring residential mortgage loans or other assets, GMFS or other subsidiaries may undertake underwriting and due
diligence efforts with respect to various aspects of the loan or asset. When underwriting or conducting due diligence,
GMFS, or other subsidiaries, rely on available resources, data and investigations by third parties, which may be limited.
The mortgage loan originator may also only conduct due diligence on a sample of a pool of loans or assets it is acquiring
and assume that the sample is representative of the entire pool. These underwriting and due diligence efforts may not
reveal matters that could lead to losses. If the underwriting process is not robust enough or if we do not conduct adequate
due diligence, or the scope of the underwriting or due diligence is limited, we may incur losses.
During the mortgage loan underwriting process, appraisals are generally obtained on the collateral underlying each
prospective mortgage. The quality of these appraisals may vary widely in accuracy and consistency. The appraiser may
feel pressure from the broker or lender to provide an appraisal in the amount necessary to enable the originator to make
51
the loan, whether or not the value of the property justifies such an appraised value. Inaccurate or inflated appraisals may
result in an increase in the severity of losses on the residential mortgage loans. Although mortgage originators generally
underwrite mortgage loans in accordance with their pre-determined loan underwriting guidelines, from time to time and
in the ordinary course of business, originators may make exceptions to these guidelines. On a case-by-case basis,
underwriters may determine that a prospective borrower that does not strictly qualify under the underwriting guidelines
warrants an underwriting exception, based upon compensating factors. Compensating factors may include a lower LTV,
a higher debt coverage ratio, experience as an owner or investor, higher borrower net worth or liquidity, stable
employment, longer length of time in business and length of time owning the property. Loans originated with exceptions
may result in a higher number of delinquencies and defaults.
Losses could occur due to a counterparty that sold loans to GMFS or our other subsidiaries refusing to or being
unable to repurchase that loan or pay damages related to breaches of representations made by the seller.
Losses could occur due to a counterparty that sold loans or other assets to GMFS or our other subsidiaries refusing to or
being unable to (e.g., due to its financial condition) repurchase loans or pay damages if it is determined subsequent to
purchase that one or more of the representations or warranties made to GMFS or our other subsidiaries in connection
with the sale was inaccurate.
Even if GMFS or another of our subsidiaries obtains representations and warranties from the loan seller counterparties
they may not parallel the representations and warranties GMFS or our other subsidiaries make to subsequent purchasers
of the loans or may otherwise not protect the seller from losses, including, for example, due to the counterparty being
insolvent or otherwise unable to make payments arising out of damages for a breach of representation or warranty.
Furthermore, to the extent the counterparties from which loans were acquired have breached their representations and
warranties, such breaches may adversely impact our business relationship with those counterparties, including by
reducing the volume of business our subsidiaries conduct with those counterparties, which could negatively impact their
ability to acquire loans and the larger mortgage origination business. To the extent our subsidiaries have significant
exposure to representations and warranties made to them by one or more counterparties, we may determine, as a matter
of risk management, to reduce or discontinue loan acquisitions from those counterparties, which could reduce the
volume of mortgage loans available for acquisition and negatively impact our business and financial results.
The diminished level of Freddie Mac participation in, and other changes in the role of Freddie Mac in, the mortgage
market may adversely affect our business.
In September 2008, the Federal Housing Finance Agency (“FHFA”) placed Fannie Mae and Freddie Mac in
conservatorship and undertook the extraordinary dual role of supervisor and conservator. FHFA’s conservatorships are
of unprecedented scope, scale, and complexity. While in conservatorship, Fannie Mae and Freddie Mac have required
$187.5 billion in financial investment from the Treasury to avert insolvency, and, through the start of 2017, have paid to
Treasury over $255 billion in dividends. Despite their high leverage, lack of capital, conservatorship status, and
uncertain future, the combined Fannie Mae and Freddie Mac have grown in size during conservatorship and, according
to FHFA, their combined market share of newly issued MBS is more than 65%. In mid-2017, their combined total assets
were approximately $5.3 trillion and their combined debt exceeded $5 trillion. Although market conditions have
improved and Fannie Mae and Freddie Mac have returned to profitability, their ability to sustain profitability in the
future cannot be assured for a number of reasons: the winding down of their investment portfolios and reduction in net
interest income; the level of guarantee fees they will be able to charge and keep; the future performance of their business
segments; and the significant uncertainties involving key market drivers such as mortgage rates, homes prices, and credit
standards. Fannie Mae and Freddie Mac were also required to eliminate their capital cushion by the end of 2018 and in
any quarter in which they suffer a loss, will have to once again draw funds from Treasury to cover such losses. To
address these challenges, a number of reform proposals have been introduced and suggested, but none have passed a
congressional vote.
If Freddie Mac participation in the mortgage market were reduced or eliminated, or its structures were to change, our
ability to originate and service loans under the Freddie Mac program could be adversely affected. These developments
could also materially and adversely impact the pricing of our potential future Freddie Mac loan and ABS portfolio.
Additionally, the current support provided by the Treasury to Freddie Mac, and any additional support it may provide in
the future, could have the effect of lowering the interest rates we expect to receive from such assets, thereby tightening
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the spread between the interest we earn on these assets and the cost of financing these assets. Future legislation affecting
Freddie Mac may create market uncertainty and have the effect of reducing the actual or perceived credit quality of
Freddie Mac and the securities issued or guaranteed by it. As a result, such laws could increase the risk of loss on our
investments related to the Freddie Mac program. It also is possible that such laws could adversely impact the market for
such assets and the spreads at which they trade.
Risks Related to Our SBL Business
We may encounter risks associated with originating or acquiring SBA and other government guaranteed
loans
.
We will originate SBA loans and sell the guaranteed portion of such SBA loans into the secondary market. These sales
may result in collecting cash premiums, creating a stream of future servicing spread or both. There can be no assurance
that we will originate these loans, that a secondary market will exist or that we will realize premiums upon the sale of the
guaranteed portion of these
loans. The SBA periodically reviews the lending operations of participating lenders to assess,
among other things, whether the lender exhibits prudent risk management. When weaknesses are identified, the SBA
may request corrective actions or impose enforcement actions, including revocation of the lender’s preferred lender
status. If we lose our status as a preferred lender, we may lose some or all of our customers to lenders who are SBA
preferred lenders, and as a result we could experience a material adverse effect on our financial results.
We may acquire SBA loans or originate SBA loans and sell the guaranteed portion of such SBA loans and retain the
credit risk on the non-guaranteed portion of such loans. We would then expect to share pro-rata with the SBA in any
recoveries. In the event of default on an SBA loan, our pursuit of remedies against a borrower would be subject to SBA
rules and in some instances SBA approval. If the SBA establishes that a loss on an SBA guaranteed loan is attributable to
significant technical deficiencies in the manner in which the loan was originated, funded or serviced by us, the SBA may
seek recovery of the principal loss related to the deficiency from us. With respect to the guaranteed portion of SBA loans
that may be sold by us, the SBA would first honor its guarantee and then may seek compensation from us in the event
that a loss is deemed to be attributable to technical deficiencies. There can be no assurance that we will not experience a
loss due to significant deficiencies with our underwriting or servicing of SBA loans.
In certain instances, including liquidation or charge-off of an SBA guaranteed loan, we may have a receivable for the
SBA’s guaranteed portion of legal fees, operating expenses, property taxes paid etc. related to the loan or the collateral
(upon foreclosure). While we may believe expenses incurred were justified and necessary for the care and preservation
of the collateral and within the established rules of the SBA, there can be no assurance that the SBA will reimburse us. In
addition, obtaining reimbursement from the SBA may be a time consuming and lengthy process and the SBA may seek
compensation from us related to reimbursement of expenses that it does not believe were necessary for the care and
preservation of a loan or its collateral and no assurance can be given that the SBA will not decline to reimburse us for
our portion of material
expenses.
In addition, we originate and service USDA guaranteed loan products through our subsidiary, Madison One. These
originated loans are either held-for-investment, placed into securitization structures, or sold. The origination and
servicing of these loans are subject to similar risks associated with the origination and servicing of SBA loans as
described above. The laws, regulations and standard operating procedures that are applicable to SBA and USDA loan
products may change at any time. Because government regulation greatly affects our business and financial results,
changes in the laws, regulations and procedures applicable to SBA and USDA loans could adversely affect our ability to
operate profitably.
A government shutdown or curtailment of the government-guaranteed loan programs could cut off an important
segment of our business, and may adversely affect our SBA loan program acquisitions, our SBA and USDA loan
program originations and our results of operations.
Although the SBA program has been in existence since 1953, there can be no assurance that the federal government will
maintain the SBA program, or that it will continue to guarantee loans at current levels. In addition, the SBA or USDA
may change their rules for loans or Congress or the new U.S. administration may adopt legislation that could have the
effect of discontinuing or changing these programs. If we cannot acquire, make or sell government-guaranteed loans, we
may generate less interest income, fewer origination fees, and our ability to generate gains on sale of loans may decrease.
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From time-to-time, the government agencies that guarantee these loans reach their internally budgeted limits and cease to
guarantee loans for a stated time period. Non-governmental programs could replace government programs for some
borrowers, but the terms might not be equally acceptable. If these changes occur, the volume of loans to small business
and industrial borrowers of the types that now qualify for government-guaranteed loans could decline, as could the
profitability of these loans.
Our lending business could be materially and adversely affected by circumstances or events limiting the availability of
funds for SBA and U
SDA
loan programs. A government shutdown occurred in October 2013 and December 2018,
which affected the ability of entities to originate SBA and USDA loans because Congress failed to approve a budget
which in turn eliminated the availability of funds for these programs. A similar government shutdown could occur in the
future, which may affect our ability to originate government-guaranteed loans and to sell the government-guaranteed
portions of those loans in the secondary market. A government shutdown may adversely affect our SBA loan program
acquisitions, our SBA and USDA loan originations and our results of operations.
Risks Related to Financing and Hedging
We use leverage as part of our investment strategy, but we do not have a formal policy limiting the amount of debt we
may incur. Our Board may change our leverage policy without stockholder consent.
We will use prudent leverage to increase potential returns to our stockholders. For information on our committed and
outstanding financing arrangements see “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Liquidity and Capital Resources” included in this Form 10-K. Over time, as market conditions
change, we plan to use these and other borrowings. The return on our assets and cash available for distribution to our
stockholders may be reduced to the extent that market conditions prevent us from leveraging our assets or cause the cost
of our financing to increase relative to the income that can be derived from the assets acquired. Our financing costs will
reduce cash available for distribution to stockholders. We may not be able to meet our financing obligations and, to the
extent that we cannot, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. A
decrease in the value of our assets that are subject to repurchase agreement financing may lead to margin calls that we
will have to satisfy. We may not have the funds available to satisfy any such margin calls and may be forced to sell
assets at significantly depressed prices due to market conditions or otherwise, which may result in losses. The
satisfaction of any such margin calls may reduce cash flow available for distribution to our stockholders. Any reduction
in distributions to our stockholders may cause the value of our common stock to decline.
We may not be able to successfully complete additional securitization transactions, which could limit potential future
sources of financing and could inhibit the growth of our business.
We may use our existing credit facilities or repurchase agreements or, if we are successful in entering into definitive
documentation in respect of our other potential financing facilities, other borrowings to finance the origination and/or
acquisition of LMM loans until a sufficient quantity of eligible assets has been accumulated, at which time we would
refinance these short-term facilities or repurchase agreements through the securitization market, which could include the
creation of CMBS, collateralized debt obligations (“CDOs”), or the private placement of loan participations or other
long-term financing. When we employ this strategy, we are subject to the risk that we would not be able to obtain, during
the period that our short-term financing arrangements are available, a sufficient amount of eligible assets to maximize
the efficiency of a CMBS, CDO or private placement issuance. We are also subject to the risk that we will not be able to
obtain short-term financing arrangements or will not be able to renew any short-term financing arrangements after they
expire should we find it necessary to extend such short-term financing arrangements to allow more time to obtain the
necessary eligible assets for a long-term financing.
The inability to consummate securitizations of our portfolio to finance our LMM loan and ABS assets on a long-term
basis could require us to seek other forms of potentially less attractive financing or to liquidate assets at an inopportune
time or price, which could have a material and adverse effect on our business, financial condition and results of
operations.
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The transition away from the
London interbank offered rate (“LIBOR”) to alternative reference rates may adversely
impact our borrowings and assets.
Following their publication on June 30, 2023, no settings of LIBOR continue to be published on a representative basis
and publication of many non-U.S. dollar LIBOR settings has been entirely discontinued. As such, all of our outstanding
LIBOR-based borrowings and assets were converted to alternative interest rates, including the Secured Overnight
Financing Rate (“SOFR”). SOFR is a relatively new reference rate and has a very limited history. The future
performance of SOFR cannot be predicted based on its limited historical performance. Since the initial publication of
SOFR in April 2018, changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market
rates, such as U.S. dollar LIBOR. We and other market participants have less experience understanding and modeling
SOFR-based assets and liabilities than LIBOR-based assets and liabilities, increasing the difficulty of investing, hedging,
and risk management. As a result, the consequences of the phase-out of LIBOR cannot be entirely predicted at this time.
Through certain of our subsidiaries, we may engage in securitization transactions relating to mortgage loans, which
would expose us to potentially material risks.
Through certain of our subsidiaries we may engage in securitization transactions relating to mortgage loans, which
generally would require us to prepare marketing and disclosure documentation, including term sheets and prospectuses,
which include disclosures regarding the securitization transactions and the assets being securitized. If our marketing and
disclosure documentation are alleged or found to contain inaccuracies or omissions, we may be liable under federal and
state securities laws (or under other laws) for damages to third parties that invest in these securitization transactions,
including in circumstances where we relied on a third party in preparing accurate disclosures, or we may incur other
expenses and costs in connection with disputing these allegations or settling claims.
In recent years there has also been debate as to whether there are defects in the legal process and legal documents
governing transactions in which securitization trusts and other secondary purchasers take legal ownership of mortgage
loans and establish their rights as first priority lien holders on underlying mortgaged property. To the extent there are
problems with the manner in which title and lien priority rights were established or transferred, securitization
transactions that we may sponsor and third-party sponsored securitizations that we hold investments in may experience
losses, which could expose us to losses and could damage our ability to engage in future securitization transactions.
Our potential securitization activities could expose us to litigation, adversely affecting our business and financial
results.
Through certain of our subsidiaries we may engage in or participate in securitization transactions relating to mortgage
loans. As a result of declining property values, increasing defaults, changes in interest rates, or other factors, the
aggregate cash flows from the loans held by any securitization entity that we may sponsor and the securities and other
assets held by these entities may be insufficient to repay in full the principal amount of ABS issued by these
securitization entities. We do not expect to be directly liable for any of the ABS issued by these entities. Nonetheless,
third parties who hold the ABS issued by these entities may try to hold us liable for any losses they experience, including
through claims under federal and state securities laws or claims for breaches of representations and warranties we would
make in connection with engaging in these securitization transactions.
Defending a lawsuit can consume significant resources and may divert management’s attention from our operations. We
may be required to establish reserves for potential losses from litigation, which could be material. To the extent we are
unsuccessful in our defense of any lawsuit, we could suffer losses, which could be in excess of any reserves established
relating to that lawsuit, and these losses could be material.
We may be required to repurchase mortgage loans or indemnify investors if we breach representations and
warranties, which could harm our earnings.
We have sold and, on occasion, consistent with our qualification as a REIT and our desire to avoid being subject to the
“prohibited transaction” penalty tax, we may sell some of our loans in the secondary market or as a part of a
securitization of a portfolio of our loans. When we sell loans, we are required to make customary representations and
warranties about such loans to the loan purchaser. Our mortgage loan sale agreements may require us to repurchase or
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substitute loans in the event we breach a representation or warranty given to the loan purchaser. In addition, we may be
required to repurchase loans as a result of borrower fraud or in the event of early payment default on a mortgage loan.
Likewise, we may be required to repurchase or substitute loans if we breach a representation or warranty in connection
with our securitizations, if any.
The remedies available to a purchaser of mortgage loans are generally broader than those available to us against the
originating broker or correspondent. Further, if a purchaser enforces its remedies against us, we may not be able to
enforce the remedies we have against the sellers. The repurchased loans typically can only be financed at a steep
discount to their repurchase price, if at all. They are also typically sold at a significant discount to the UPB. Significant
repurchase activity could harm our cash flow, results of operations, financial condition and business prospects.
Certain financing arrangements restrict our operations and expose us to additional risk.
Our existing financing arrangements, including our senior secured notes, corporate debt, and our future financing
arrangements are or will be governed by a credit agreement, indenture or other instrument containing covenants
restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future
may have rights, preferences and privileges more favorable than those of our common stock. We will bear the cost of
issuing and servicing such credit facilities, arrangements or securities.
These restrictive covenants and operating restrictions could have a material adverse effect on our operating results, cause
us to lose our REIT status, restrict our ability to finance or securitize new originations and acquisitions, force us to
liquidate collateral and negatively affect the market price of our common stock and our ability to pay dividends. For
further information on these covenants see “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Liquidity and Capital Resources” included in this Form 10-K.
Our securitizations may also reduce and/or restrict our available cash needed to pay dividends to our stockholders in
order to satisfy the REIT requirements. Under the terms of the securitization, excess interest collections with respect to
the securitized loans are distributed to us as the trust certificate holder once the overcollateralization target is reached and
maintained. If the securitized loans experience delinquencies exceeding default triggers specified in the securitizations,
the excess interest collections will be paid to the noteholders as additional principal payments on the notes. If excess
interest collections are paid to noteholders rather than to us, we will be required to use cash from other sources to pay
dividends to our stockholders in order to satisfy the REIT requirements or to fund our ongoing operations.
The repurchase agreements that we will use to finance our assets will restrict us from leveraging our assets as fully as
desired and may require us to provide additional collateral.
We may use credit facilities together with other borrowings structured as repurchase agreements to finance our assets. If
the market value of the assets pledged or sold by us under a repurchase agreement borrowing to a financing institution
declines, we will normally be required by the financing institution to pay down a portion of the funds advanced, but we
may not have the funds available to do so, which could result in defaults. Repurchase agreements that we may use in the
future may also require us to provide additional collateral if the market value of the assets pledged or sold by us to a
financing institution declines. Posting additional collateral to support our credit will reduce our liquidity and limit our
ability to leverage our assets, which could adversely affect our business. In the event we do not have sufficient liquidity
to meet such requirements, financing institutions can accelerate repayment of our indebtedness, increase interest rates,
liquidate our collateral or terminate our ability to borrow. Such a situation would likely result in a rapid deterioration of
our financial condition and possibly necessitate a filing for bankruptcy protection. For further information on our
repurchase agreements see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Liquidity and Capital Resources” included in this Form 10-K.
Further, financial institutions providing the repurchase facilities may require us to maintain a certain amount of cash that
is not invested or to set aside non-leveraged assets sufficient to maintain a specified liquidity position that would allow
us to satisfy our collateral obligations. As a result, we may not be able to leverage our assets as fully as we would
choose, which could reduce our return on equity. If we are unable to meet these collateral obligations, our financial
condition could deteriorate rapidly.
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If a counterparty to our repurchase transactions defaults on its obligation to resell the underlying asset back to us at
the end of the transaction term, or if the value of the underlying asset has declined as of the end of that term, or if we
default on our obligations under the repurchase agreement, we will incur losses on our repurchase transactions.
Under repurchase agreement financings, we generally sell assets to lenders (that is, repurchase agreement counterparties)
and receive cash from the lenders. The lenders are obligated to resell the same assets back to us at the end of the term of
the transaction, which typically ranges from 30 to 90 days, but which may have terms of up to 364 days or longer.
Because the cash we will receive from the lender when it initially sells the assets to the lender is less than the value of
those assets (this is referred to as the haircut), if the lender defaults on its obligation to resell the same assets back to us,
we would incur a loss on the transaction equal to the amount of the haircut (assuming no change in the value of the
assets). We would also incur losses on a repurchase transaction if the value of the underlying assets has declined as of
the end of the transaction term, as we would have to repurchase the assets for their initial value but would receive assets
worth less than that amount. Further, if we default on one of our obligations under a repurchase transaction, the lender
will be able to terminate the transaction and cease entering into any other repurchase transactions with us. It is also
possible that our repurchase agreements will contain cross-default provisions, so that if a default occurs under any one
agreement, the lenders under our other agreements could also declare a default. If a default occurs under any of our
repurchase agreements and the lenders terminate one or more of our repurchase agreements, we may need to enter into
replacement repurchase agreements with different lenders. There can be no assurance that we will be successful in
entering into such replacement repurchase agreements on the same terms as the repurchase agreements that were
terminated or at all. Any losses we incur on our repurchase transactions could adversely affect our earnings and thus our
cash available for distribution to our stockholders.
Our rights under our repurchase agreements may be subject to the effects of bankruptcy laws in the event of the
bankruptcy or insolvency of our Company or our lenders under the repurchase agreements, which may allow our
lenders to repudiate our repurchase agreements.
In the event of insolvency or bankruptcy, repurchase agreements normally qualify for special treatment under the
Bankruptcy Code, the effect of which, among other things, would be to allow the lender under the applicable repurchase
agreement to avoid the automatic stay provisions of the Bankruptcy Code and to foreclose on the collateral agreement
without delay. In the event of the insolvency or bankruptcy of a lender during the term of a repurchase agreement, the
lender may be permitted, under applicable insolvency laws, to repudiate the contract, and our claim against the lender for
damages may be treated simply as an unsecured creditor. In addition, if the lender is a broker or dealer subject to the
Securities Investor Protection Act of 1970, or an insured depository institution subject to the Federal Deposit Insurance
Act, our ability to exercise our rights to recover our securities under a repurchase agreement or to be compensated for
any damages resulting from the lender’s insolvency may be further limited by those statutes. These claims would be
subject to significant delay and, if and when received, may be substantially less than the damages we actually incur.
The change of control provisions in our senior secured notes, corporate debt and the related indentures could deter,
delay or prevent an otherwise beneficial merger, acquisition, tender offer or other takeover attempt involving our
Company.
The change of control provisions in our senior secured notes, corporate debt and related indentures could make it more
difficult or more expensive for a third-party to acquire our Company. If a merger, acquisition, tender offer or other
takeover attempt involving our Company by a third-party constitutes a change of control under the related indentures,
we, ReadyCap Holdings, LLC (“ReadyCap Holdings”), or RCC Merger Sub, LLC
may
be required to offer to
repurchase all of our senior secured notes and corporate debt. As a result, our obligations under our senior secured notes
and corporate debt could increase the cost of acquiring our Company or otherwise discourage a third party from
acquiring our Company.
We may enter into hedging transactions that could expose us to contingent liabilities in the future and adversely
impact our financial condition.
Subject to maintaining our qualification as a REIT, part of our strategy involves entering into hedging transactions that
could require us to fund cash payments in certain circumstances (such as the early termination of a hedging instrument
caused by an event of default or other early termination event). The amount due would be equal to the unrealized loss of
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the open swap positions with the respective counterparty and could also include other fees and charges, and these
economic losses will be reflected in our results of operations. We may also be required to provide margin to our
counterparties to collateralize our obligations under hedging agreements. Our ability to fund these obligations will
depend on the liquidity of our assets and access to capital at the time. The need to fund these obligations could adversely
impact our financial condition.
Hedging against interest rate exposure may adversely affect our earnings, which could reduce our cash available for
distribution to our stockholders.
Subject to maintaining our qualification as a REIT, we will likely pursue various hedging strategies to seek to reduce our
exposure to adverse changes in interest and foreign currency rates. Our hedging activity will vary in scope based on the
level and volatility of interest rates, exchange rates, the type of assets held and other changing market conditions.
Hedging may fail to protect or could adversely affect us because, among other things:
•
interest rate, currency and/or credit hedging can be expensive and may result in us receiving less interest
income;
•
available interest rate hedges may not correspond directly with the interest rate risk for which protection is
sought;
•
the value of derivatives used for hedging may be adjusted from time to time in accordance with accounting
rules to reflect changes in fair value and any downward adjustments or “mark-to-market” losses would reduce
earnings or stockholders’ equity;
•
the market value of derivatives used for hedging may decrease from time to time, which may require us to
deliver additional margin to our counterparties;
•
the amount of income that a REIT may earn from non-qualifying hedging transactions (other than through
TRSs) to offset interest rate losses is limited by U.S. federal tax provisions governing REITs;
•
the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent
that it impairs our ability to sell or assign our side of the hedging transaction;
•
the hedging counterparty owing money in the hedging transaction may default on its obligation to pay; and
•
the duration of the hedge may not match the duration of the related liability.
In general, when we acquire an LMM loan or ABS asset, we may, but are not required to, enter into an interest rate swap
agreement or other hedging instrument that effectively fixes our borrowing costs for a period close to the anticipated
average life of the fixed-rate portion of the related assets. This strategy is designed to protect us from rising interest rates,
because the borrowing costs are fixed for the duration of the fixed-rate portion of the related LMM loan or ABS asset.
However, if prepayment rates decrease in a rising interest rate environment, the life of the fixed-rate portion of the
related assets could extend beyond the term of the swap agreement or other hedging instrument. This could have a
negative impact on our results of operations, as borrowing costs would no longer be fixed after the end of the hedging
instrument while the income earned on the LMM loan or ABS asset would remain fixed. This situation may also cause
the market value of our LMM loan or ABS asset to decline, with little or no offsetting gain from the related hedging
transactions. In extreme situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us
to incur losses.
In addition, the use of this swap hedging strategy effectively limits increases in our book value in a declining rate
environment, due to the effectively fixed nature of our hedged borrowing costs. In an extreme rate decline, prepayment
rates on our assets might actually result in certain of our assets being fully paid off while the corresponding swap or
other hedge instrument remains outstanding. In such a situation, we may be forced to terminate the swap or other hedge
instrument at a level that causes us to incur a loss.
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Our hedging transactions, which are intended to limit losses, may actually adversely affect our earnings, which could
reduce our cash available for distribution to our stockholders.
Our use of derivatives may expose us to counterparty and other risks.
We will likely enter into over-the-counter interest rate swap agreements to hedge risks associated with movements in
interest rates. Because such interest rate swaps are not cleared through a central counterparty, the counterparty’s
performance is not guaranteed by a clearing house. As a result, if a swap counterparty cannot perform under the terms of
an interest rate swap, we would not receive payments due under that agreement, we may lose any unrealized gain
associated with the interest rate swap and the hedged liability would cease to be hedged by the interest rate swap. We
may also be at risk for any collateral we have pledged to secure our obligation under the interest rate swap if the
counterparty becomes insolvent or files for bankruptcy.
The business failure of a hedging counterparty with whom we enter into a hedging transaction will most likely result in
its default. Default by a party with whom we enter into a hedging transaction may result in the loss of unrealized profits
and force us to cover our commitments, if any, at the then current market price. Although generally we will seek to
reserve the right to terminate our hedging positions, we may not always be able to dispose of or close out a hedging
position without the consent of the hedging counterparty and we may not be able to enter into an offsetting contract in
order to cover our risk. We cannot provide any assurances that a liquid secondary market will exist for hedging
instruments purchased or sold, and we may be required to maintain a position until exercise or expiration, which could
result in losses.
Derivative instruments are also subject to liquidity risk and may be difficult or impossible to sell, close out or replace
quickly and at the price that reflects the fundamental value of the instrument. Although both over-the-counter and
exchange-traded markets may experience lack of liquidity, over-the-counter, non-standardized derivative transactions are
generally less liquid than exchange-traded instruments.
Furthermore, derivative transactions are subject to increasing statutory and other regulatory requirements and, depending
on the identity of the counterparty, applicable international requirements. Any actions taken by regulators could
constrain our strategy and could increase our costs, either of which could materially and adversely impact our operations.
In particular, the Dodd-Frank Act requires certain derivatives, including certain interest rate swaps, to be executed on a
regulated market and cleared through a central counterparty. Unlike uncleared swaps, the counterparty for the cleared
swaps is the clearing house, which reduces counterparty risk. However, cleared swaps require us to appoint clearing
brokers and to post margin in accordance with the clearing house’s rules, which has resulted in increased costs for
cleared swaps over uncleared swaps. Regulators have also mandated margin requirements with respect to uncleared
swaps under certain circumstances.
These rules require us to post margin for uncleared swaps with swap dealers. The
margin for both cleared and uncleared swaps will generally be limited to cash and certain types of securities. These
requirements may increase the costs of hedging and induce us to change or reduce our use of hedging transactions.
Regulation as a commodity pool operator could subject us to additional regulation and compliance requirements,
which could materially adversely affect our business and financial condition.
The Dodd-Frank Act extended the reach of commodity regulations for the first time to include not just traditional futures
contracts but also derivative contracts referred to as “swaps.” As a consequence of this change, any investment fund that
trades in swaps may be considered a “commodity pool,” which would cause its operator to be regulated as a commodity
pool operator (“CPO”). Under the new requirements, CPOs must register or file for an exemption from registration with
the National Futures Association, the self-regulatory organization for swaps and other financial instruments regulated by
the U.S. Commodity Futures Trading Commission (“CFTC”), and become subject to regulation by the CFTC, including
with respect to disclosure, recordkeeping and reporting.
On December 7, 2012, the CFTC issued a no-action letter that provides mortgage REITs relief from such registration
(the “No-Action Letter”), if they meet certain conditions and submit a claim for such no-action relief by email to the
CFTC. We believe we will meet the conditions set forth in the No-Action Letter and we have filed our claim with the
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CFTC to perfect the use of the no-action relief from registration. However, if in the future we do not meet the conditions
set forth in the No-Action Letter or the relief provided by the No-Action Letter becomes unavailable for any other reason
and we are unable to obtain another exemption from registration, we may be required to reduce or eliminate our use of
interest rate swaps or vary the manner in which we deploy interest rate swaps in our business and we or our directors
may be required to register with the CFTC as CPOs and Waterfall may be required to register as a “commodity trading
advisor” with the CFTC, which will require compliance with CFTC rules and subject us, our Board and Waterfall to
regulation by the CFTC. In the event registration for our Company, our directors or Waterfall is required but is not
obtained, we, our Board or Waterfall may be subject to fines, penalties and other civil or governmental actions or
proceedings, any of which could have a material adverse effect on our business, financial condition and results of
operations. The costs of compliance with the CFTC regulations, or the changes to our hedging strategy necessary to
avoid their application, could have a material adverse effect on our business, financial condition and results of
operations.
If we attempt to qualify for hedge accounting treatment for our derivative instruments, but we fail to qualify, we may
suffer losses because losses on the derivatives that we enter into may not be offset by a change in the fair value of the
related hedged transaction.
We record derivative and hedging transactions in accordance with GAAP. Under these standards, we may fail to qualify
for, or choose not to elect, hedge accounting treatment for a number of reasons, including if we use instruments that do
not meet the definition of a derivative (such as short sales), we fail to satisfy hedge documentation, and hedge
effectiveness assessment requirements or our instruments are not highly effective. If we fail to qualify for, or choose not
to elect, hedge accounting treatment, our operating results may be volatile because changes in the fair value of the
derivatives that we enter into may not be offset by a change in the fair value of the related hedged transaction or item.
Risks Related to Taxation as a REIT
Our failure to qualify as a REIT, or the failure of our predecessor to qualify as a REIT, would subject us to U.S.
federal income tax and applicable state and local taxes, which would reduce the amount of cash available for
distribution to our stockholders.
We have been organized and operated and intend to continue to operate in a manner that will enable us to qualify as a
REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2011. We have not
requested and do not intend to request a ruling from the Internal Revenue Service (the “IRS”), that we qualify as a REIT.
The U.S. federal income tax laws governing REITs are complex, and judicial and administrative interpretations of the
U.S. federal income tax laws governing REIT qualification are limited. The complexity of these provisions and of
applicable Treasury Regulations is greater in the case of a REIT that, like us, holds our assets through a partnership. To
qualify as a REIT, we must meet, on an ongoing basis, various tests regarding the nature of our assets and our income,
the ownership of our outstanding shares, and the amount of our distributions. Our ability to satisfy the asset tests depends
on our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise
determination, and for which we may not obtain independent appraisals. Moreover, new legislation, court decisions or
administrative guidance, in each case possibly with retroactive effect, may make it more difficult or impossible for us to
qualify as a REIT. In addition, our ability to satisfy the requirements to qualify as a REIT depends in part on the actions
of third parties over which we have no control or only limited influence, including in cases where we own an equity
interest in an entity that is classified as a partnership for U.S. federal income tax purposes. Furthermore, we hold certain
assets through our ownership interest in Ready Capital Subsidiary REIT I, LLC, which we refer to as our subsidiary
REIT. Our ability to qualify as a REIT is dependent in part on the REIT qualification of our subsidiary REIT, which is
required to separately satisfy each of the REIT requirements in order to qualify as a REIT. Thus, while we intend to
operate so that we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing
importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be
given that we will so qualify for any particular year. These considerations also might restrict the types of assets that we
can acquire in the future.
If we fail to qualify as a REIT in any taxable year, and do not qualify for certain statutory relief provisions, we would be
required to pay U.S. federal income tax on our taxable income, and distributions to our stockholders would not be
deductible by us in determining our taxable income. In such a case, we might need to borrow money or sell assets in
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order to pay our taxes. Our payment of income tax would decrease the amount of our income available for distribution to
our stockholders. Furthermore, if we fail to maintain our qualification as a REIT, we no longer would be required to
distribute substantially all of our net taxable income to our stockholders. In addition, unless we were eligible for certain
statutory relief provisions, we could not re-elect to qualify as a REIT until the fifth calendar year following the year in
which we failed to qualify.
The percentage of our assets represented by TRSs and the amount of our income that we can receive in the form of
TRS dividends and interest are subject to statutory limitations that could jeopardize our REIT qualification and could
limit our ability to acquire or force us to liquidate otherwise attractive investments.
A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying
income if earned directly by the parent REIT. In order to treat a subsidiary of the REIT as a TRS, both the subsidiary and
the REIT must jointly elect to treat the subsidiary as a TRS. In order to qualify as a REIT, no more than 20% of the value
of our gross assets at the end of each calendar quarter may consist of securities of one or more TRSs. A significant
portion of our activities are conducted through our TRSs, and we expect that such TRSs will, at times, hold significant
assets.
We have elected, together with certain of our subsidiaries, for each such entity to be treated as a TRS, and we may make
TRS elections with respect to certain other entities we may form in the future (collectively referred to herein as "our
TRSs"). While we intend to manage our affairs so as to satisfy the TRS limitation, there can be no assurance that we will
be able to do so in all market circumstances.
In order to satisfy the TRS limitation, we have been required to and may in the future be required to acquire assets that
we otherwise would not acquire, liquidate or restructure assets that we hold through our TRSs, or otherwise engage in
transactions that we would not otherwise undertake absent the requirements for REIT qualifications. Each of these
actions could reduce the distributions available to our stockholders. In addition, we and our subsidiary REIT have made
loans to our TRSs that meet the requirements to be treated as qualifying investments of new capital, which is generally
treated as a real estate asset under the Code. Because such loans are treated as real estate assets for purposes of the REIT
requirements, we do not treat these loans as TRS securities for purposes of the TRS asset limitation, which is consistent
with private rulings issued by the IRS. However, no assurance can be provided that the IRS may not successfully assert
that such loans should be treated as securities of our TRSs or our subsidiary REIT's TRSs, which could adversely impact
our qualification as a REIT. In addition, our TRSs have obtained financing in transactions in which we and our other
subsidiaries have provided guaranties and similar credit support. Although we believe that these financings are properly
treated as financings of our TRSs for U.S. federal income tax purposes, no assurance can be provided that the IRS would
not assert that such financings should be treated as issued by other entities in our structure, which could impact our
compliance with the TRS limitation and the other REIT requirements. Moreover, no assurance can be provided that we
will be able to successfully manage our asset composition in a manner that causes us to satisfy the TRS limitation each
quarter, and our failure to satisfy this limitation could result in our failure to qualify as a REIT.
Any distributions we receive from our TRSs are classified as dividend income to the extent of the earnings and profits of
the distributing corporation. Any of our TRSs may from time to time need to make such distributions in order to keep the
value of our TRSs below 20% of our total assets. However, TRS dividends will generally not constitute qualifying
income for purposes of one of the tests we must satisfy to qualify as a REIT, namely, that at least 75% of our gross
income must in each taxable year generally be from real estate assets. While we will continue to monitor our compliance
with both this gross income test and the limitation on the percentage of our assets represented by securities of our TRSs,
and intend to conduct our affairs so as to comply with both, the two may at times be in conflict with one another. As an
example, it is possible that we may wish to distribute a dividend from a TRS in order to reduce the value of our TRSs
below the required threshold of our assets, but be unable to do so without violating the requirement that 75% of our gross
income in the taxable year be derived from real estate assets. Although there are other measures we can take in such
circumstances in order to remain in compliance, there can be no assurance that we will be able to comply with both of
these tests in all market conditions.
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Complying with REIT requirements may force us to liquidate or forego otherwise attractive investments, which could
reduce returns on our assets and adversely affect returns to our stockholders.
To qualify as a REIT, we must generally ensure that at least 75% of our gross income for each taxable year, excluding
certain amounts, is derived from certain real property-related sources, and at least 95% of our gross income for each
taxable year, excluding certain amounts, is derived from certain real property-related sources and passive income such as
dividends and interest. In addition, we generally must ensure that at the end of each calendar quarter at least 75% of the
value of our total assets consists of cash, cash items, government securities and qualified REIT real estate assets,
including certain mortgage loans. The remainder of our investment in securities (other than government securities and
qualifying real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one
issuer or more than 10% of the total value of the outstanding securities of any one issuer.
In addition, in general, no more than 5% of the value of our assets (other than government securities and qualifying real
estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our total assets can be
represented by stock and securities of one or more TRSs and no more than 25% of the value of our assets may consist of
“nonqualified publicly offered REIT debt instruments.” If we fail to comply with these requirements at the end of any
quarter, we must correct the failure within 30 days after the end of such calendar quarter or qualify for certain statutory
relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be
required to liquidate otherwise attractive investments from our portfolio. These actions could have the effect of reducing
our income and amounts available for distribution to our stockholders. In addition, if we are compelled to liquidate our
investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately
jeopardizing our qualification as a REIT. The REIT requirements described above may also restrict our ability to sell
REIT-qualifying assets, including asset sales made in connection with a disposition of certain segments of our business
or in connection with a liquidation of us, without adversely impacting our qualifications as a REIT. Furthermore, we
may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily
available for distribution, and may be unable to pursue investments that would be otherwise advantageous to us in order
to satisfy the source of income or asset diversification requirements for qualifying as a REIT.
In addition, certain assets that we hold or intend to hold, including unsecured loans, loans secured by both real property
and personal property where the fair market value of the personal property exceeds 15% of the total fair market value of
all of the property securing the loan, and interests in ABS secured by assets other than real property or mortgages on real
property or on interests in real property, are not qualified and will not be qualified real estate assets for purposes of the
asset tests. Accordingly, our ability to invest in such assets will be limited, and our investment in such assets could cause
us to fail to qualify as a REIT if our holdings in such assets do not satisfy such limitations.
Distributions from us or gain on the sale of our common stock may be treated as unrelated business taxable income,
or “UBTI”, to U.S. tax-exempt holders of common stock.
If (i) all or a portion of our assets are subject to the rules relating to taxable mortgage pools, (ii) a tax-exempt U.S. person
has incurred debt to purchase or hold our common stock, (iii) we purchase real estate mortgage investment conduit
(“REMIC”) residual interests that generate “excess inclusion income,” or (iv) we are a “pension held REIT,” then a
portion of the distributions with respect to our common stock and, in the case of a U.S. person described in clause (ii),
gains realized on the sale of such common stock by such U.S. person, may be subject to U.S. federal income tax as UBTI
under the Code. We have engaged in certain securitization transactions that are treated as taxable mortgage pools for
U.S. federal income tax purposes. Although we believe that such transactions are structured in a manner so that they
should not cause any portion of the distributions in our shares to be treated as excess inclusion income, no assurance can
be provided that the IRS would not assert a contrary position.
The REIT distribution requirements could adversely affect our ability to execute our business plan and may require
us to incur debt, sell assets or take other actions to make such distributions.
To qualify as a REIT, we must distribute to our stockholders each calendar year dividends equal to at least 90% of our
REIT taxable income (including certain items of non-cash income), determined without regard to the deduction for
dividends paid and excluding net capital gain. To the extent that we satisfy the 90% distribution requirement, but
distribute less than 100% of our taxable income, we will be subject to U.S. federal corporate income tax on our
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undistributed income. In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by which our
distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. Our
current policy is to pay distributions which will allow us to satisfy the requirements to qualify as a REIT and generally
not be subject to U.S. federal income tax on our undistributed income.
Our taxable income may substantially exceed our net income as determined under U.S. GAAP, or differences in timing
between the recognition of taxable income and the actual receipt of cash may occur. For example, it is likely that we will
acquire assets that generate taxable income in excess of economic income or in advance of the corresponding cash flow
from the assets. Under tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), which was
signed into law on December 22, 2017, we generally will be required to recognize certain amounts in income no later
than the time such amounts are reflected on our financial statements. The application of this rule may require the accrual
of income earlier than would be the case under the otherwise applicable tax rules. Although the precise application of
this rule is not entirely clear, final regulations generally exclude, among other items, OID and market discount income
from the applicability of this rule.
Also, in certain circumstances our ability to deduct interest expenses for U.S. federal income tax purposes may be
limited. We may also acquire distressed debt investments that are subsequently modified by agreement with the
borrower. If the amendments to the outstanding debt are “significant modifications” under the applicable Treasury
Regulations, the modified debt may be considered to have been reissued to us at a gain in a debt-for-debt exchange with
the borrower, with gain recognized by us to the extent that the principal amount of the modified debt exceeds our cost of
purchasing it prior to modification. Finally, we may be required under the terms of the indebtedness that we incur to use
cash received from interest payments to make principal payments on that indebtedness, with the effect that we will
recognize income but will not have a corresponding amount of cash available for distribution to our stockholders.
As a result of the foregoing, we may generate less cash flow than taxable income in a particular year and find it difficult
or impossible to meet the REIT distribution requirements in certain circumstances. In such circumstances, we may be
required to (i) sell assets in adverse market conditions, (ii) borrow on unfavorable terms, (iii) distribute amounts that
would otherwise be used for future investment or used to repay debt, or (iv) make a taxable distribution of shares of
common stock as part of a distribution in which stockholders may elect to receive shares of common stock or (subject to
a limit measured as a percentage of the total distribution) cash, in order to comply with the REIT distribution
requirements. Thus, compliance with the REIT distribution requirements may hinder our ability to grow, which could
adversely affect the value of our common stock.
We may be required to report taxable income with respect to certain of our investments in excess of the economic
income we ultimately realize from them.
We may acquire mortgage loans or other debt instruments in the secondary market for less than their face amount. The
discount at which such securities are acquired may reflect doubts about their ultimate collectability rather than current
market interest rates. The amount of such discount will nevertheless generally be treated as “market discount” for U.S.
federal income tax purposes. Market discount generally accrues on the basis of the constant yield to maturity of the debt
instrument based generally on the assumption that all future payments on the debt instrument will be made. Accrued
market discount is reported as income when, and to the extent that, any payment of principal of the debt instrument is
made. In particular, payments on mortgage loans are ordinarily made monthly, and consequently accrued market
discount may have to be included in income each month as if the debt instrument were assured of ultimately being
collected in full. If we collect less on a debt instrument than our purchase price plus the market discount we had
previously reported as income, we may not be able to benefit from any offsetting loss deduction in a subsequent taxable
year. In addition, we may acquire distressed debt investments that are subsequently modified by agreement with the
borrower. If the amendments to the outstanding debt are “significant modifications” under applicable Treasury
Regulations, the modified debt may be considered to have been reissued to us at a gain in a debt-for-debt exchange with
the borrower. In that event, we may be required to recognize taxable gain to the extent the principal amount of the
modified debt exceeds our adjusted tax basis in the unmodified debt, even if the value of the debt or the payment
expectations have not changed.
In the event that any mortgage loans or other debt instruments acquired by us are delinquent as to mandatory principal
and interest payments, or in the event a borrower with respect to a particular debt instrument acquired by us encounters
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financial difficulty rendering it unable to pay stated interest as due, we may nonetheless be required to continue to
recognize the unpaid interest as taxable income as it accrues, despite doubt as to its ultimate collectability. While we
would in general ultimately have an offsetting loss deduction available to us when such interest was determined to be
uncollectible, the loss would likely be treated as a capital loss, and the utility of that loss would therefore depend on our
having capital gain in that later year or thereafter.
We may hold excess MSRs, which means the portion of an MSR that exceeds the arm’s-length fee for services
performed by the mortgage servicer. Based on IRS guidance concerning the classification of MSRs, we intend to treat
any excess MSRs we acquire as ownership interests in the interest payments made on the underlying mortgage loans,
akin to an “interest only” strip. Under this treatment, for purposes of determining the amount and timing of taxable
income, each excess MSR is treated as a bond that was issued with OID on the date we acquired such excess MSR. In
general, we will be required to accrue OID based on the constant yield to maturity of each excess MSR, and to treat such
OID as taxable income in accordance with the applicable U.S. federal income tax rules. The constant yield of an excess
MSR will be determined, and we will be taxed, based on a prepayment assumption regarding future payments due on the
mortgage loans underlying the excess MSR. If the mortgage loans underlying an excess MSR prepay at a rate different
than that under the prepayment assumption, our recognition of OID will be either increased or decreased depending on
the circumstances. Thus, in a particular taxable year, we may be required to accrue an amount of income in respect of an
excess MSR that exceeds the amount of cash collected in respect of that excess MSR. Furthermore, it is possible that,
over the life of the investment in an excess MSR, the total amount we pay for, and accrue with respect to, the excess
MSR may exceed the total amount we collect on such excess MSR. No assurance can be given that we will be entitled to
a deduction for such excess, meaning that we may be required to recognize phantom income over the life of an excess
MSR.
The interest apportionment rules may affect our ability to comply with the REIT asset and gross income tests.
The interest apportionment rules under Treasury Regulation Section 1.856-5(c) provide that, if a mortgage is secured by
both real property and other property, a REIT is required to apportion its annual interest income to the real property
security based on a fraction, the numerator of which is the value of the real property securing the loan, determined when
the REIT commits to acquire the loan, and the denominator of which is the highest “principal amount” of the loan during
the year. If a mortgage is secured by both real property and personal property and the value of the personal property does
not exceed 15% of the aggregate value of the property securing the mortgage, the mortgage is treated as secured solely
by real property for this purpose. IRS Revenue Procedure 2014-51 interprets the “principal amount” of the loan to be the
face amount of the loan, despite the Code’s requirement that taxpayers treat any market discount, which is the difference
between the purchase price of the loan and its face amount, for all purposes (other than certain withholding and
information reporting purposes) as interest rather than principal.
To the extent the face amount of any loan that we hold that is secured by both real property and other property exceeds
the value of the real property securing such loan, the interest apportionment rules described above may apply to certain
of our loan assets unless the loan is secured solely by real property and personal property and the value of the personal
property does not exceed 15% of the value of the property securing the loan. Thus, depending upon the value of the real
property securing our mortgage loans and their face amount, and the other sources of our gross income generally, we
may fail to meet the 75% gross income test. In addition, although we will endeavor to accurately determine the values of
the real property securing our loans at the time we acquire or commit to acquire such loans, such values may not be
susceptible to a precise determination and will be determined based on the information available to us at such time. If the
IRS were to successfully challenge our valuations of such assets and such revaluations resulted in a higher portion of our
interest income being apportioned to property other than real property, we could fail to meet the 75% gross income test.
If we do not meet this test, we could potentially lose our REIT qualification or be required to pay a penalty tax to the
IRS.
In addition, the Code provides that a regular or a residual interest in a REMIC is generally treated as a real estate asset
for the purposes of the REIT asset tests, and any amount includible in our gross income with respect to such an interest is
generally treated as interest on an obligation secured by a mortgage on real property for the purposes of the gross income
tests. If, however, less than 95% of the assets of a REMIC in which we hold an interest consists of real estate assets
(determined as if we held such assets), we will be treated as holding our proportionate share of the assets of the REMIC
for the purpose of the asset tests and receiving directly our proportionate share of the income of the REMIC for the
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purpose of determining the amount of income from the REMIC that is treated as interest on an obligation secured by a
mortgage on real property. In connection with the expanded HARP program, the IRS issued guidance providing that,
among other things, if a REIT holds a regular interest in an “eligible REMIC,” or a residual interest in an “eligible
REMIC” that informs the REIT that at least 80% of the REMIC’s assets constitute real estate assets, then (i) the REIT
may treat 80% of the value of the interest in the REMIC as a real estate asset for the purpose of the REIT asset tests and
(ii) the REIT may treat 80% of the gross income received with respect to the interest in the REMIC as interest on an
obligation secured by a mortgage on real property for the purpose of the 75% gross income test. For this purpose, a
REMIC is an “eligible REMIC” if (i) the REMIC has received a guarantee from Fannie Mae or Freddie Mac that will
allow the REMIC to make any principal and interest payments on its regular and residual interests and (ii) all of the
REMIC’s mortgages and pass-through certificates are secured by interests in single-family dwellings. If we were to
acquire an interest in an eligible REMIC less than 95% of the assets of which constitute real estate assets, the IRS
guidance described above may generally allow us to treat 80% of our interest in such a REMIC as a qualifying real estate
asset for the purpose of the asset tests and 80% of the gross income derived from the interest as qualifying income for the
purpose of the 75% gross income test. Although the portion of the income from such a REMIC interest that does not
qualify for the 75% gross income test would likely be qualifying income for the purpose of the 95% gross income test,
the remaining 20% of the REMIC interest generally would not qualify as a real estate asset, which could adversely affect
our ability to satisfy the REIT asset tests. Accordingly, owning such a REMIC interest could adversely affect our ability
to qualify as a REIT.
Our ownership of and relationship with any TRS which we may form or acquire will be limited, and a failure to
comply with the limits would jeopardize our REIT qualification and our transactions with our TRSs may result in the
application of a 100% excise tax if such transactions are not conducted on arm’s-length terms.
A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying
income if earned directly by a REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS.
Overall, no more than 20% of the value of a REIT’s assets may consist of stock and securities of one or more TRSs. A
domestic TRS will pay U.S. federal, state and local income tax at regular corporate rates on any income that it earns. In
addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not
conducted on an arm’s-length basis.
We have elected and will elect to treat certain subsidiaries as TRSs. Any such TRS and any other domestic TRS that we
may form would therefore be required to pay U.S. federal, state and local income tax on their taxable income, and their
after-tax net income would be available for distribution to us but would not be required to be distributed to us by such
TRS. We anticipate that the aggregate value of the TRS stock and securities owned by us will be less than 20% of the
value of our total assets (including the TRS stock and securities). Furthermore, we will monitor the value of our
investments in our TRSs to ensure compliance with the rule that no more than 20% of the value of our assets may consist
of TRS stock and securities (which is applied at the end of each calendar quarter). In addition, we will scrutinize all of
our transactions with TRSs to ensure that they are entered into on arm’s-length terms to avoid incurring the 100% excise
tax described above. There can be no assurance, however, that we will be able to comply with the TRS limitations or to
avoid application of the 100% excise tax discussed above.
The ownership limits that apply to REITs, as prescribed by the Code and by our charter, may inhibit market activity in
shares of our common stock and restrict our business combination opportunities.
In order for us to qualify as a REIT, not more than 50% in value of our outstanding shares of stock may be owned,
directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during
the last half of each taxable year after the first year for which we elect to qualify as a REIT. Additionally, at least 100
persons must beneficially own our stock during at least 335 days of a taxable year or during a proportionate part of a
taxable year of less than twelve months (other than the first taxable year for which we elect to be taxed as a REIT). Our
charter, with certain exceptions, authorizes our directors to take such actions as are necessary or appropriate to preserve
our qualification as a REIT. Our charter also provides that, unless exempted by our Board, no person may own more
than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our common stock, or 9.8%
in value or in number, whichever is more restrictive, of the outstanding shares of all classes and series of our capital
stock. Our Board may, in its sole discretion, subject to such conditions as it may determine and the receipt of certain
representations and undertakings, prospectively or retroactively, waive the ownership limits or establish a different limit
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on ownership, or excepted holder limit, for a particular stockholder if the stockholder’s ownership in excess of the
ownership limits would not result in us being “closely held” under Section 856(h) of the Code or otherwise failing to
qualify as a REIT. These ownership limits could delay or prevent a transaction or a change in control of us that might
involve a premium price for shares of our common stock or otherwise be in the best interest of our stockholders.
Certain financing activities may subject us to U.S. federal income tax and increase the tax liability of our
stockholders.
We may enter into transactions that could result in us, the operating partnership or a portion of the operating
partnership’s assets being treated as a “taxable mortgage pool” for U.S. federal income tax purposes. Specifically, we
may securitize residential or commercial real estate loans that we originate or acquire and such securitizations, to the
extent structured in a manner other than a REMIC, would likely result in us owning interests in a “taxable mortgage
pool”. We would be precluded from holding equity interests in such a taxable mortgage pool securitization through the
operating partnership. Accordingly, we would likely enter into such transactions through a qualified REIT subsidiary of
one or more subsidiary REITs formed by the operating partnership and will be precluded from selling to outside
investors equity interests in such securitizations or from selling any debt securities issued in connection with such
securitizations that might be considered equity for U.S. federal income tax purposes. We will be taxed at the highest U.S.
federal corporate income tax rate on any “excess inclusion income” arising from a taxable mortgage pool that is
allocable to the percentage of our shares held in record name by “disqualified organizations,” which are generally certain
cooperatives, governmental entities and tax-exempt organizations that are exempt from tax on unrelated business taxable
income. To the extent that common stock owned by “disqualified organizations” is held in record name by a broker/
dealer or other nominee, the broker/dealer or other nominee would be liable for the U.S. federal corporate income tax on
the portion of our excess inclusion income allocable to the common stock held by the broker/dealer or other nominee on
behalf of the disqualified organizations. Disqualified organizations may own our stock. Because this tax would be
imposed on us, all of our investors, including investors that are not disqualified organizations, will bear a portion of the
tax cost associated with the classification of us or a portion of our assets as a taxable mortgage pool. A regulated
investment company, or “RIC”, or other pass-through entity owning our common stock in record name will be subject to
tax at the highest corporate tax rate on any excess inclusion income allocated to their owners that are disqualified
organizations. We have engaged in certain securitization transactions that are treated as taxable mortgage pools for U.S.
federal income tax purposes. Although we believe that such transactions are structured in a manner so that they should
not cause any portion of the distributions in our shares to be treated as excess inclusion income, no assurance can be
provided that the IRS would not assert a contrary position.
In addition, if we realize excess inclusion income and allocate it to our stockholders, this income cannot be offset by net
operating losses of our stockholders. If the stockholder is a tax-exempt entity and not a disqualified organization, then
this income is fully taxable as unrelated business taxable income under Section 512 of the Code. If the stockholder is a
non-U.S. person, it would be subject to U.S. federal income tax withholding on this income without reduction or
exemption pursuant to any otherwise applicable income tax treaty. If the stockholder is a REIT, a Regulated Investment
Company, common trust fund or other pass-through entity, our allocable share of its excess inclusion income could be
considered excess inclusion income of such entity. Accordingly, such investors should be aware that a portion of our
income may be considered excess inclusion income.
The tax on prohibited transactions will limit our ability to engage in transactions, including certain methods of
securitizing mortgage loans, which would be treated as prohibited transactions for U.S. federal income tax purposes.
Net income that we derive from a prohibited transaction is subject to a 100% tax. The term “prohibited transaction”
generally includes a sale or other disposition of property (including mortgage loans, but other than foreclosure property,
as discussed below) that is held primarily for sale to customers in the ordinary course of a trade or business by us or by a
borrower that has issued a shared appreciation mortgage or similar debt instrument to us. We might be subject to this tax
if we were to dispose of or securitize loans, directly or through a subsidiary REIT, in a manner that was treated as a
prohibited transaction for U.S. federal income tax purposes. We might also be subject to this tax if we were to sell assets
in connection with a disposition of certain segments of our business or in connection with a liquidation of us. The 100%
tax does not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although
such income will be subject to tax in the hands of the corporation at regular corporate rates. We intend to conduct our
operations so that any asset that we or a subsidiary REIT owns that could be treated as held for sale to customers in the
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ordinary course of our business qualifies for certain safe harbor provisions that prevent the application of this prohibited
transaction tax. However, no assurance can be provided that such safe harbor provisions will apply. Moreover, as a result
of the prohibited transaction tax we may choose not to engage in certain sales of loans at the REIT level, and may limit
the structures we utilize for our securitization transactions, even though the sales or structures might otherwise be
beneficial to us. In addition, whether property is held “primarily for sale to customers in the ordinary course of a trade or
business” depends on the particular facts and circumstances. No assurance can be given that any property that we sell,
other than property sold through a TRS or property that satisfies the safe harbor described above, will not be treated as
property held for sale to customers. As a result, no assurance can be provided that we will not be subject to prohibited
transaction tax.
Characterization of our repurchase agreements entered into to finance our investments as sales for tax purposes
rather than as secured lending transactions would adversely affect our ability to qualify as a REIT.
We enter into repurchase agreements with counterparties to achieve our desired amount of leverage for the assets in
which we invest. Under our repurchase agreements, we generally sell assets to our counterparty to the agreement and
receive cash from the counterparty. The counterparty is obligated to resell the assets back to us at the end of the term of
the transaction. We believe that for U.S. federal income tax purposes we will be treated as the owner of the assets that
are the subject of repurchase agreements and that the repurchase agreements will be treated as secured lending
transactions notwithstanding that such agreements may transfer record ownership of the assets to the counterparty during
the term of the agreement. It is possible, however, that the IRS could successfully assert that we did not own these assets
during the term of the repurchase agreements, in which case we could fail to qualify as a REIT.
The failure of excess MSRs held by us to qualify as real estate assets, or the failure of the income from excess MSRs
to qualify as interest from mortgages, could adversely affect our ability to qualify as a REIT.
We may hold excess MSRs. In certain private letter rulings, the IRS ruled that excess MSRs meeting certain
requirements would be treated as an interest in mortgages on real property and thus a real estate asset for purposes of the
75% REIT asset test, and interest received by a REIT from such excess MSRs will be considered interest on obligations
secured by mortgages on real property for purposes of the 75% gross income test. A private letter ruling may be relied
upon only by the taxpayer to whom it is issued, and the IRS may revoke a private letter ruling. Consistent with the
analysis adopted by the IRS in such private letter rulings and based on advice of counsel, we intend to treat any excess
MSRs that we acquire that meet the requirements provided in the private letter rulings as qualifying assets for purposes
of the 75% gross asset test, and we intend to treat income from such excess MSRs as qualifying income for purposes of
the 75% and 95% gross income tests. Notwithstanding the IRS’s determination in the private letter rulings described
above, it is possible that the IRS could successfully assert that any excess MSRs that we acquire do not qualify for
purposes of the 75% REIT asset test and income from such MSRs does not qualify for purposes of the 75% and/or 95%
gross income tests, which could cause us to be subject to a penalty tax and could adversely impact our ability to qualify
as a REIT.
If we were to make a taxable distribution of shares of our stock, stockholders may be required to sell such shares or
sell other assets owned by them in order to pay any tax imposed on such distribution.
We may be able to distribute taxable dividends that are payable in shares of our stock. If we were to make such a taxable
distribution of shares of our stock, stockholders would be required to include the full amount of such distribution as
income. As a result, a stockholder may be required to pay tax with respect to such dividends in excess of cash received.
Accordingly, stockholders receiving a distribution of our shares may be required to sell shares received in such
distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in
order to satisfy any tax imposed on such distribution. If a stockholder sells the shares it receives as a dividend in order to
pay such tax, the sale proceeds may be less than the amount included in income with respect to the dividend. Moreover,
in the case of a taxable distribution of shares of our stock with respect to which any withholding tax is imposed on a non-
U.S. stockholder, we may have to withhold or dispose of part of the shares in such distribution and use such withheld
shares or the proceeds of such disposition to satisfy the withholding tax imposed.
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Complying with REIT requirements may limit our ability to hedge effectively.
The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, any
income that we generate from transactions intended to hedge our interest rate risks will generally be excluded from gross
income for purposes of the 75% and 95% gross income tests if (i) the instrument (A) hedges interest rate risk or foreign
currency exposure on liabilities used to carry or acquire real estate assets or (B) hedges risk of currency fluctuations with
respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests, or (C)
hedges an instrument described in clause (A) or (B) for a period following the extinguishment of the liability or the
disposition of the asset that was previously hedged by the hedged instrument, and (ii) such instrument is properly
identified under applicable Treasury Regulations. Any income from other hedges would generally constitute non-
qualifying income for purposes of both the 75% and 95% gross income tests. As a result, we may have to limit our use of
hedging techniques that might otherwise be advantageous or implement those hedges through a TRS, which could
increase the cost of our hedging activities or result in greater risks associated with interest rate or other changes than we
would otherwise incur.
Even if we qualify as a REIT, we may face tax liabilities that reduce our cash flow.
Even if we qualify as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets,
including taxes on any undistributed income, tax on income from some activities conducted as a result of foreclosures,
and state or local income, franchise, property and transfer taxes, including mortgage-related taxes. In addition, we intend
to hold a significant amount of our assets from time to time in our TRSs each of which pay U.S. federal, state and local
income tax on its taxable income, and its after tax net income is available for distribution to us but is not required to be
distributed to us by such TRS. In order to meet the REIT qualification requirements, or to avoid the imposition of a
100% tax that applies to certain gains derived by a REIT from sales of inventory or property held primarily for sale to
customers in the ordinary course of business, we may hold some of our assets through taxable subsidiary corporations,
including domestic TRSs. Any taxes paid by such subsidiary corporations would decrease the cash available for
distribution to our stockholders. For example, as a result of ReadyCap Holdings’ SBA license, ReadyCap Holdings’
ability to distribute cash and other assets is subject to significant limitations, and as a result, ReadyCap Holdings is
required to hold certain assets that would be qualifying real estate assets for purposes of the REIT asset tests, would
generate qualifying income for purposes of the 75% income tests, and would not be subject to corporate taxation if held
by our operating partnership. Also, we intend that loans that we originate or buy with an intention of selling in a manner
that might expose us to the 100% tax on “prohibited transactions” will be originated or bought by a TRS. Furthermore,
loans that are to be modified may be held by a TRS on the date of their modification and for a period of time thereafter.
Finally, some or all of the real estate properties that we may from time to time acquire by foreclosure or other procedure
will likely be held in one or more TRSs. Since our TRSs do not file consolidated returns with one another, any net losses
generated by one such entity will not offset net income generated by any other such entity.
In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are
not conducted on an arm’s-length basis. Furthermore, if we acquire appreciated assets from a subchapter C corporation
in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax
basis of the assets in the hands of the C corporation, and if we subsequently dispose of any such assets during the 5-year
period following the acquisition of the assets from the C corporation, we will be subject to tax at the highest corporate
tax rates on any gain from such assets to the extent of the excess of the fair market value of the assets on the date that
they were contributed to us over the basis of such assets on such date, which we refer to as built-in gains.
Our qualification as a REIT and exemption from U.S. federal income tax with respect to certain assets may be
dependent on the accuracy of legal opinions or advice rendered or given, statements by the issuers of assets that we
acquire, or information provided by our shareholders or other third parties, and the inaccuracy of any such opinions,
advice or statements may adversely affect our REIT qualification and result in significant corporate-level tax.
When purchasing securities, we may rely on opinions or advice of counsel for the issuer of such securities, or statements
made in related offering documents, for purposes of determining whether such securities represent debt or equity
securities for U.S. federal income tax purposes, and also to what extent those securities constitute REIT real estate assets
for purposes of the REIT asset tests and produce income which qualifies under the 75% gross income test. In addition,
when purchasing the equity tranche of a securitization, we may rely on opinions or advice of counsel regarding the
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qualification of the securitization for exemption from U.S. corporate income tax and the qualification of interests in such
securitization as debt for U.S. federal income tax purposes. The inaccuracy of any such opinions, advice or statements
may adversely affect our REIT qualification and result in significant corporate-level tax.
In addition, for purposes of the gross income tests, rental income qualifies as rents from real property only to the extent
that we do not directly or constructively own, (i) in the case of any tenant which is a corporation, stock possessing 10%
or more of the total combined voting power of all classes of stock entitled to vote, or 10% or more of the total value of
shares of all classes of stock of such tenant, or (ii) in the case of any tenant which is not a corporation, an interest of 10%
or more in the assets or net profits of such tenant. We monitor the rental income generated by properties owned by us in
order to determine if the rent is treated as paid by an entity that is treated as related to us for purposes of these rules.
However, the attribution rules that apply for purposes of the above rules are complex. In order to determine whether we
are deemed to hold an interest in the tenant under these attribution rules, we are required to rely on information that we
obtain from our shareholders and other third parties regarding potential relationships that could cause us to be treated as
owning an interest in such tenants. No assurance can be provided that we will have access to all information necessary to
make this determination, and as a result no assurance can be provided that the rental income we receive will not be
treated as received from related parties under these rules, which could adversely impact our ability to qualify as a REIT.
We may be subject to adverse legislative or regulatory tax changes that could reduce the value of our common stock.
At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative interpretations of
those laws or regulations may be amended, possibly with retroactive effect. We cannot predict when or if any new U.S.
federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal
income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective, and any
such law, regulation or interpretation may take effect retroactively. We and our stockholders could be adversely affected
by any such change in, or any new, U.S. federal income tax law, regulation or administrative interpretation.
The tax basis that we use to compute taxable income with respect to certain interests in loans that were held by our
operating partnership at the time of the REIT formation transaction could be subject to challenge.
Prior to the REIT formation transactions, our operating partnership had accounted for its interest in certain LMM
securitizations as an interest in a single debt instrument for U.S. federal income tax purposes. In connection with the
REIT formation transactions, the predecessor to our operating partnership was treated as terminated for U.S. federal
income tax purposes, and our operating partnership was treated as a new partnership that acquired the assets of such
predecessor for U.S. federal income tax purposes. Beginning with such transactions, our operating partnership has
properly accounted for our interests in these securitizations as interests in the underlying loans for U.S. federal income
tax purposes. Since we did not have complete information regarding the tax basis of each of the loans held by our
operating partnership at the time of the REIT formation transactions, our computation of taxable income with respect to
these interests could be subject to adjustment by the IRS. If any such adjustment would be significant in amount, the
resulting redetermination of our gross income for U.S. federal income tax purposes could cause us or our predecessor to
the ZAIS Financial merger (“Pre-Merger Sutherland”) to fail to satisfy the gross income tests, which could cause us to
fail to qualify as a REIT. In addition, if any such adjustment resulted in an increase to our or Pre-Merger Sutherland's
REIT taxable income, we could be required to pay a deficiency dividend in order to maintain our REIT qualification.
Potential changes to the U.S. tax laws could adversely impact us.
The U.S. federal income tax laws and regulations governing REITs and their stockholders, as well as the administrative
interpretations of those laws and regulations, are constantly under review and may be changed at any time, possibly with
retroactive effect. No assurance can be given as to whether, when, or in what form, the U.S. federal income tax laws
applicable to us and our stockholders may be enacted. Changes to the U.S. federal income tax laws and interpretations of
U.S. federal tax laws could adversely affect an investment in our common stock.
The Tax Act significantly changed U.S. federal income tax laws applicable to businesses and their owners, including
REITs and their stockholders, and may lessen the relative competitive advantage of operating as a REIT rather than as a
C corporation. Further changes to the tax laws are possible. In particular, the federal income taxation of REITs may be
modified, possibly with retroactive effect, by legislative, administrative or judicial action at any time.
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We cannot assure stockholders that any such changes will not adversely affect the taxation of our stockholders. Any such
changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our
assets. Stockholders are urged to consult with their tax advisors with respect to the impact of these legislative changes on
their investment in our shares and the status of legislative, regulatory or administrative developments and proposals and
their potential effect on an investment in our shares.
There may be tax consequences to any modifications to our hedging transactions and other contracts to replace
references to LIBOR.
Many of our interest rate hedge agreements were linked to U.S. dollar LIBOR. We may have had to renegotiate such
LIBOR-based instruments to replace references to LIBOR. Under applicable law, certain modifications of terms of
LIBOR-based instruments may have tax consequences, including deemed taxable exchanges of the pre-modification
instrument for the modified instrument. Finalized Treasury Regulations, effective March 7, 2022, treat certain
modifications that would have been taxable events under previous law as non-taxable events. The Treasury Regulations
also permit REMICs to make certain modifications without losing REMIC qualification. The Treasury Regulations do
not discuss REIT-specific issues of modifications to LIBOR-based instruments. We have attempted to migrate to a post-
LIBOR environment without jeopardizing our REIT qualification or suffering other adverse tax consequences but can
give no assurances that we were successful.
Risks Related to Our Organization and Structure
Conflicts of interest could arise as a result of our REIT structure.
Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, on the one
hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our
Company under Maryland law in connection with their management of our Company. At the same time, we have
fiduciary duties, as a general partner, to our operating partnership and to the limited partners under Delaware law in
connection with the management of our operating partnership. Our duties as a general partner to our operating
partnership and our partners may come into conflict with the duties of our directors and officers.
Certain provisions of Maryland law could inhibit changes in control and prevent our stockholders from realizing a
premium over the then-prevailing market price of our common stock.
Certain provisions of the Maryland General Corporation Law (“MGCL”) may have the effect of deterring a third party
from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could
provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing
market price of our common stock, including:
•
“business combination" provisions of the MGCL that, subject to limitations, prohibit certain business
combinations between us and an "interested stockholder" (defined generally as any person who beneficially
owns 10% or more of our then outstanding voting stock or an affiliate or associate of ours who, at any time
within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then
outstanding voting stock) or an affiliate thereof for five years after the most recent date on which the
stockholder becomes an interested stockholder and, thereafter, impose fair price and/or supermajority
stockholder voting requirements on these combinations;
•
"control share" provisions of the MGCL that provide that a holder of "control shares" of a Maryland corporation
(defined as shares which, when aggregated with all other shares controlled by the stockholder (except solely by
virtue of a revocable proxy), entitle the stockholder to exercise one of three increasing ranges of voting power
in electing directors) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of
ownership or control of issued and outstanding "control shares") has no voting rights with respect to such shares
except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes
entitled to be cast on the matter, excluding votes entitled to be cast by the acquirer of control shares, our officers
and personnel who are also directors; and
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•
"unsolicited takeover" provisions of the MGCL that permit our Board, without stockholder approval and
regardless of what is currently provided in our charter or bylaws, to implement takeover defenses, some of
which (for example, a classified board) we do not yet have.
As permitted by the MGCL, our Board has by resolution exempted from the "business combination" provision of the
MGCL business combinations (1) between us and our affiliates and (2) between us and any other person, provided that
such business combination is first approved by our Board (including a majority of our directors who are not affiliates or
associates of such person). Our bylaws contain a provision exempting from the control share acquisition statute any and
all acquisitions by any person of shares of our stock. There can be no assurance that these exemptions will not be
amended or eliminated at any time in the future.
Our ability to issue additional shares of common and preferred stock may prevent a change in our control.
Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock. In addition,
our Board may, without common stockholder approval, amend our charter to increase or decrease the aggregate number
of shares of our stock or the number of shares of stock of any class or series that we have the authority to issue. As a
result, our Board may establish a class or series of shares of common or preferred stock that could delay or prevent a
transaction or a change in control that might involve a premium price for shares of our common stock or otherwise be in
the best interest of our stockholders.
Our rights and your rights to take action against our directors and officers are limited, which could limit your
recourse in the event of actions not in your best interests.
As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and you for money
damages, except for liability resulting from:
•
actual receipt of an improper benefit or profit in money, property or services; or
•
a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was
material to the cause of action adjudicated.
In addition, our charter authorizes us, to the maximum extent permitted by Maryland law, to obligate our Company, and
our bylaws obligate us, to indemnify any present or former director or officer or any individual who, while a director or
officer of our Company and at our request, serves or has served another corporation, real estate investment trust, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer,
member, manager, partner or trustee who is, or is threatened to be, made a party to, or witness in, a proceeding by reason
of his or her service in any such capacity from and against any claim or liability to which that individual may become
subject or which that individual may incur by reason of such service and to pay or reimburse his or her reasonable
expenses in advance of final disposition of a proceeding. Our charter and bylaws also permit us to indemnify and
advance expenses to any individual who served a predecessor of our Company in any of the capacities described above
and any employee or agent of our Company or a predecessor of our Company.
Our amended and restated bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive
forum for some litigation, which could limit the ability of stockholders to obtain a favorable judicial forum for
disputes with our Company.
Unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or,
if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division
is the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of our Company, (ii) any
action asserting a claim of breach of any duty owed by any director or officer or other employee of our Company to our
Company or to our stockholders, (iii) any action asserting a claim against our Company or any director or officer or
other employee of our Company arising pursuant to any provision of the MGCL or our charter or bylaws, or (iv) any
action asserting a claim against our Company or any director or officer or other employee of our Company that is
governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of
71
our capital stock shall be deemed to have notice of and to have consented to the provisions described above. This forum
selection provision may limit the ability of stockholders of our Company to obtain a judicial forum that they find
favorable for disputes with our Company or our directors, officers, employees, if any, or other stockholders.
General Risk Factors
Future offerings of debt or equity securities, which may rank senior to our common stock, may adversely affect the
market price of our common stock.
If we decide to issue additional debt securities in the future, which may rank senior to our common stock, it is likely that
they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility.
Additionally, any equity securities or convertible or exchangeable securities that we issue in the future may have rights,
preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our
common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because
our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors
beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of
our common stock will bear the risk of our future offerings reducing the market price of our common stock and diluting
the value of their stock holdings in our
Company.
We cannot assure our ability to pay distributions in the future.
To maintain our qualification as a REIT and generally not be subject to U.S. federal income tax, we intend to make
regular quarterly distributions to holders of our common stock out of legally available funds. Our current policy is to
distribute our net taxable income to our stockholders in a manner intended to satisfy the 90% distribution requirement
and to avoid corporate income tax. We expect to continue our current distribution practices in the future, but our ability
to pay distributions may be adversely affected by a number of factors, including the risk factors described in this Form
10-K. All distributions will be made at the discretion of our Board and will depend on our earnings, financial condition,
debt covenants, maintenance of our REIT qualification, restrictions on making distributions under Maryland law and
other factors as our Board may deem relevant from time to time. We may not be able to make distributions in the future,
and our Board may change our distribution policy in the future. We believe that a change in any one of the following
factors, among others, could adversely affect our results of operations and impair our ability to pay distributions to our
stockholders:
•
the profitability of the assets we hold or acquire;
•
our ability to make profitable acquisitions;
•
margin calls or other expenses that reduce our cash flow;
•
defaults in our asset portfolio or decreases in the value of our portfolio; and
•
the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from
estimates.
We cannot assure you that we will achieve results that will allow us to make a specified level of cash distributions or
year-to-year increases in cash distributions in the future. In addition, some of our distributions may include a return of
capital.
Interest rate fluctuations may adversely affect the level of our net income and the value of our assets and common
stock.
Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and
international economic and political considerations and other factors beyond our control. Interest rate fluctuations
present a variety of risks, including the risk of a narrowing of the difference between asset yields and borrowing rates,
72
flattening or inversion of the yield curve and fluctuating prepayment rates, and may adversely affect our income and the
value of our assets and common stock.
Changes in accounting rules could occur at any time and could impact us in significantly negative ways that we are
unable to predict or protect against.
As has been widely publicized, the SEC, the FASB and other regulatory bodies that establish the accounting rules
applicable to us have proposed or enacted a wide array of changes to accounting rules over the last several years.
Moreover, in the future these regulators may propose additional changes that we do not currently anticipate. Changes to
accounting rules that apply to us could significantly impact our business or our reported financial performance in
negative ways that we cannot predict or protect against. We cannot predict whether any changes to current accounting
rules will occur or what impact any codified changes will have on our business, results of operations, liquidity or
financial condition.
Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.
As a public company, we are required to maintain effective internal control over financial reporting in accordance with
Section 404 of the Sarbanes-Oxley Act of 2002. Internal control over financial reporting is complex and may be revised
over time to adapt to changes in our business or changes in applicable accounting rules. We cannot assure you that our
internal control over financial reporting will be effective in the future or that a material weakness will not be discovered
with respect to a prior period for which we believe that internal controls were effective. If we are not able to maintain or
document effective internal control over financial reporting, our independent registered public accounting firm may not
be able to certify as to the effectiveness of our internal control over financial reporting as of the required dates. Matters
impacting our internal controls may cause us to be unable to report our financial information on a timely basis, or may
cause us to restate previously issued financial information, and thereby subject us to adverse regulatory consequences,
including sanctions or investigations by the SEC or violations of applicable stock exchange listing rules.
There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the
reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if
we or our independent registered public accounting firm reports a material weakness in our internal control over
financial reporting. This could materially and adversely affect us by, for example, leading to a decline in our stock price
and impairing our ability to raise capital.
Inability to access funding could have a material adverse effect on our results of operations, financial condition and
business. We rely on short-term financing and thus are especially exposed to changes in the availability of financing.
We use short-term borrowings, such as our existing credit facilities and repurchase agreements, to fund the acquisition of
our assets, pending our completion of longer-term matched funded financings. Our use of short-term financing exposes
us to risk where our lenders may respond to market conditions by making it more difficult for us to renew or replace on a
continuous basis our maturing borrowings. If we are unable to renew our existing short-term facilities or arrange for new
financing on terms acceptable to us, or if we default on our covenants or are otherwise unable to access funds under
these types of financing, we may have to curtail our asset acquisition and origination activities and/or dispose of assets.
Our ability to fund our target asset originations and acquisitions may be impacted by our ability to secure further such
borrowings as well as securitizations, term financings and derivative contracts on acceptable terms. Because repurchase
agreements and warehouse facilities are short-term commitments of capital, lenders may respond to market conditions
making it more difficult for us to renew or replace on a continuous basis our maturing short-term borrowings. If we are
not able to renew our then existing facilities or arrange for new financing on terms acceptable to us, or if we default on
our covenants or are otherwise unable to access funds under our financing facilities, we may have to curtail our
origination and asset acquisition activities and/or dispose of assets.
It is possible that the lenders that will provide us with financing could experience changes in their ability to advance
funds to us, independent of our performance or the performance of our portfolio of assets. Further, if many of our
potential lenders are unwilling or unable to provide us with financing, we could be forced to sell our assets at an
73
inopportune time when prices are depressed. In addition, if the regulatory capital requirements imposed on our lenders
change, they may be required to significantly increase the cost of the financing that they provide to us. Our lenders also
may revise their eligibility requirements for the types of assets they are willing to finance or the terms of such financings,
based on, among other factors, the regulatory environment and their management of perceived risk, particularly with
respect to assignee liability. Moreover, the amount of financing we receive under our short-term borrowing arrangements
will be directly related to the lenders’ valuation of our target assets that cover the outstanding borrowings.
An increase in our borrowing costs relative to the interest we receive on our leveraged assets may adversely affect our
profitability and our cash available for distribution to our stockholders.
As our financings mature, we will be required either to enter into new borrowings or sell certain of our assets. An
increase in short-term interest rates at the time that we seek to enter into new borrowings would reduce the spread
between the returns on our assets and the cost of our borrowings. This would adversely affect the returns on our assets,
which might reduce earnings and, in turn, cash available for distribution to our stockholders.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
confidentiality, integrity and availability of our data and systems.
We seek to prevent or reduce risks by providing a
prompt, effective, and skillful response to cybersecurity threats.
As a critical component of our overall risk management
process, we have adopted a framework that shares existing methodologies, reporting channels and governance processes
to identify, assess, manage and report cybersecurity threats on an ongoing basis.
This risk management process is led by
our
Incident Response Team (“IRT”)
, which is led by the
Company’s
Chief Technical Officer and the
Head of
General Counsel.
The IRT is responsible for assessing and managing cybersecurity risks, subject to the oversight of our
our Board on a quarterly basis regarding the external threat environment, steps taken by us to address and mitigate
cybersecurity risks as well as updates on our readiness to prevent, detect, respond and recover from a potential
access to our networks, systems, and/or customer or employee data. Third-party service providers are required to comply
with our policies regarding information security and are contractually required to meet all legal and regulatory
obligations. The Board reviews IRT reports, practices relating to information technology, information security,
cybersecurity, disaster recovery, business continuity, data privacy and data governance; and the Board monitors
compliance with regulatory requirements and industry standards.
In the event of an Incident, the IRT is authorized to take the appropriate steps deemed necessary to identify, assess,
contain, mitigate, and resolve the Incident including by (a) maintaining (i) the Company’s Incident Response Plan in the
event of an Incident, (ii) the Company’s Written Information Security Policy which governs information technology
security policies, and (iii) the Company’s Business Continuity Plan designed to keep all major business systems in
operation in the event of an Incident or other disaster (b) regularly monitoring all Company systems and user accounts
for any suspected Incidents (c) performing quarterly audits on all Company systems and user accounts (d) and general
cybersecurity awareness and data protection training for our employees.
In addition, depending on the circumstances of
an Incident, we may engage third parties such as insurance carriers, outside legal counsel, forensic investigators, crisis
communications or public relations firms, investor relations firms and response vendors and we may coordinate with
Increased cybersecurity risk due to the diversification of our data across external service providers and cyber Incidents
may adversely affect our business by causing a disruption to our operations, compromise our confidential information
and/or damage to our business relationships, all of which could negatively impact our financial results.
As of the date of
74
this Form 10-K, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably
likely to materially affect us, including our financial position, results of operations and/or business strategy
. While we
have not, as of the date of this Form 10-K, experienced a cybersecurity threat or Incident that resulted in a material
adverse impact to our business or operations, there can be no guarantee that we will not experience such an Incident in
Further discussion of the potential impacts on our business from cyber intrusions is provided in “Risk Factors” in Part I,
Item 1A of this Form 10-K.
Item 2. Properties
Our principal executive offices are located at 1251 Avenue of the Americas, 50th Floor, New York, New York, 10020,
in an office space leased by our Manager as part of our management agreement. For our Small Business Lending
segment, w
e
use the office of ReadyCap Lending located at 200 Connell Drive, Suite 4000, Berkeley Heights, New
Jersey, 07922, the office of Madison One located at 9375 East Shea Boulevard, Suite 100, Scottsdale, Arizona, 85260,
the office of Funding Circle located at 85 2nd Street, San Francisco, California, 94105, and the office of iBusiness
Funding LLC, located at 110 Southeast 6th Street, Suite 700, Fort Lauderdale, Florida, 33301
.
We use our principal
executive offices and the three offices of Red Stone located at 666 Old Country Road, Suite 603, Garden City, New
York, 11530, 350 Fifth Avenue, Suite 4830, New York, New York, 10118 and 750 Main Street, Suite 202, Mendota
Heights, Minnesota, 55118 for our LMM Commercial Real Estate segment. We do not own any properties and lease the
space we utilize for our offices and consider these facilities, which exclude properties related to our discontinued
operations, to be adequate for the management and operations of our
business
.
Item 3. Legal Proceedings
From time to time, the Company may be involved in various claims and legal actions in the ordinary course of business.
On June 6, 2024, a purported former stockholder of Broadmark filed a class action lawsuit, captioned Eibling v. Pyatt, et
al., Case No. C-24-CV-24-000818, in the Circuit Court for Baltimore City, Maryland (the “Action”). The Action names
as defendants Broadmark’s former board of directors and alleges they breached their fiduciary duties in connection with
the Broadmark Merger by failing to properly consider acquisition proposals that were purportedly superior to the
Broadmark Merger, by relying on purportedly false and misleading valuation analyses, and by authorizing the issuance
of a purportedly false and misleading proxy statement. The Action also asserts claims against Broadmark’s financial
advisor for aiding and abetting these alleged breaches of fiduciary duty. The Action seeks damages in the form of
compensatory damages, quasi-appraisal damages, rescissory damages, and disgorgement of any merger-related benefits.
The Action also seeks reimbursement for litigation expenses and attorneys’ and experts’ fees. On September 13, 2024,
the Action was assigned to the Business and Technology Case Management Program of the Circuit Court for Baltimore
City, Maryland. Thereafter, on December 10, 2024, the defendants moved to dismiss the operative complaint. Although
the Company is not a defendant in the Action, it is subject to contractual indemnification obligations (conditioned on the
satisfaction of various contractual requirements) in connection therewith, including with respect to the defendants’
service as Broadmark directors and provision of services to Broadmark, as applicable. The defendants intend to
vigorously defend against the Action.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Our common stock is listed for trading on the NYSE under the symbol “RC”.
75
Holders
As of
February 28, 2025
, we ha
d
806
re
gistered holders of our common stock. The holders of record include Cede &
Co., which holds shares as nominee for The Depository Trust Company, which itself holds shares on behalf of the
beneficial owners of our common stock. Such information was obtained through our registrar and transfer agent.
Dividends
We have elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended
December 31, 2013. U.S. federal income tax law requires that a REIT distribute annually dividends equal to at least 90%
of its REIT taxable income, excluding net capital gains and determined without regard to the dividends paid deduction,
and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable
income. Our current policy is to pay distributions, which will allow us to satisfy the requirements to qualify as a REIT
and generally not be subject to U.S. federal income tax on our undistributed income. Although we may borrow funds to
make distributions, cash for such distributions is expected to be largely generated from our consolidated statements of
income. Dividends are declared and paid at the discretion of our Board and depend on cash available for distribution,
financial condition, our ability to maintain our qualification as a REIT, and such other factors that our Board may deem
relevant. See Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Conditions and
Results of Operations,” of this Form 10-K, for information regarding the sources of funds used for dividends and for a
discussion of factors, if any, which may adversely affect our ability to pay dividends.
Stockholder Return Performance
On November 1, 2016, we began trading on the NYSE under the ticker symbol “SLD”. On September 26, 2018,
Sutherland Asset Management Corporation filed Articles of Amendment to its charter (the “Articles of Amendment”)
with the State Department of Assessments and Taxation of Maryland, to change its name to Ready Capital Corporation
(the “Company” or “Ready Capital” and together with its subsidiaries “we”, “us” and “our”), a Maryland corporation. In
addition, the Company amended and restated its bylaws and the second amended and restated agreement of limited
partnership, effective September 26, 2018, each solely the reflect the name change. In connection with the name change,
the Company’s trading symbol on the New York Stock Exchange changed from “SLD” to “RC” for shares of the
Company’s common stock.
The following graph is a comparison of the cumulative total stockholder return on our shares of common stock, the
Standard & Poor’s 500 Index (the “S&P 500 Index”) and a Competitor Composite Average, a peer group index from
October 31, 2016 to
December 31, 2024
.
76
|
As of the period ended
|
As of December 31,
|
|||||||||
|
Index
|
October 31, 2016
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024
|
|
RC
|
100.0
|
100.4
|
124.9
|
125.8
|
155.3
|
147.0
|
206.5
|
165.3
|
173.0
|
130.5
|
|
S&P 500
|
100.0
|
105.3
|
125.7
|
117.9
|
152.0
|
176.7
|
224.2
|
180.6
|
224.3
|
279.5
|
|
Competitor Composite Average
|
100.0
|
100.6
|
115.0
|
125.3
|
169.9
|
160.7
|
203.5
|
165.4
|
204.0
|
194.8
|
In the table above:
•
Total return performance presents our common stock during the two months ended December 31, 2016 and
each of the fiscal years ended December 31, 2017 through
2024
, reflecting the post-merger prices of our
common stock.
•
Details shall not be deemed, under the Securities Act or the Exchange Act, to be (i) “soliciting material” or
“filed” or (ii) incorporated by reference by any general statement into any filing made by the Company with the
SEC, except to the extent that the Company specifically incorporates such stock performance graph and table by
reference.
•
It is assumed that $100 was invested on October 31, 2016 in shares of common stock of Ready Capital
Corporation (previously Sutherland Asset Management Corporation), the S&P 500 Index, and each of the
companies’ shares of common stock included in the Competitor Composite Average and that all dividends were
reinvested without the payment of any commissions. There can be no assurance that the performance of our
common stock will continue in line with the same or similar trends depicted.
•
The Competitor Composite Average is a measure of the total return performance of mortgage REIT competitors
based on actual share prices of the following companies: Blackstone Mortgage Trust Inc. (BXMT), Starwood
Property Trust, Inc. (STWD), Ares Commercial Real Estate Corporation (ACRE), Apollo Commercial Real
Estate Finance Inc. (ARI), Arbor Realty Trust, Inc. (ABR), and Ladder Capital Corporation (LADR).
Securities Authorized For Issuance Under Equity Compensation Plans
The information required by this item is set forth under Item 12 of Part III of this Form 10-K and is incorporated herein
by reference.
Purchases of Equity Securities By the Issuer and Affiliated Purchasers
Share Repurchase Program
O
n
June 1, 2023, our Board approved a new share repurchase program, replacing the previous program, authorizing, but
not obligating, the repurchase of up to $100.0 million of our common
stock. On January 16, 2025, our Board approved a
new share repurchase program, replacing the previous program, authorizing, but not obligating the repurchase of up to
$150.0 million of our common stock.
Repurchases under the stock repurchase programs may be made at management’s
discretion from time to time on the open market, in privately negotiated transactions or otherwise, in each case subject to
compliance with all Securities and Exchange Commission rules and other legal requirements and may be made in part
under one or more
Rule 10b5-1 and Rule 10b-18
plans, which permit stock repurchases at times when we might
otherwise be precluded from doing so. The timing and amount of repurchase transactions will be determined by our
management based on its evaluation of market conditions, share price, legal requirements and other factors.
The table below presents purchases of our common stock during the quarter.
|
Total Number of Shares
Purchased
|
Average Price Paid per
Share
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Programs
|
Maximum Shares (or
Approximate Dollar Value)
That May Yet Be Purchased
Under the Program
|
|||||
|
October
|
—
|
$
—
|
—
|
$
42,802,320
|
||||
|
November
|
—
|
—
|
—
|
42,802,320
|
||||
|
December
|
5,843,463
|
7.35
|
5,821,219
|
—
|
||||
|
Total
|
5,843,463
|
(1)
|
$
7.35
|
(2)
|
5,821,219
|
$
—
|
(1)
Total shares purchased includes shares of common stock owned by certain of our employees which have been surrendered by them to satisfy their tax and other
compensation related withholdings associated with the vesting of restricted stock units and other equity awards.
77
(2)
The price paid per share is based on the price of our common stock as of the date of the withholding.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to
provide a reader of our
consolidated financial statements with a narrative from the perspective of our management on our
financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our
MD&A is presented in five main sections:
•
Overview
•
Results of Operations
•
Liquidity and Capital Resources
•
Contractual Obligations and Off-Balance Sheet Arrangements
•
Critical Accounting Estimates
The following discussion should be read in conjunction with our
consolidated financial statements and accompanying
Notes included in
Item 8, “Financial Statements and Supplementary Data,” of this Form 10-K. The discussion and
analysis of our financial condition and results of operations is for the year ended
December 31, 2024
compared with the
year ended
December 31, 2023
. Discussions of our financial condition and results of operations for the year ended
December 31, 2023
compared with the year ended
December 31, 2022
that have been omitted under this item can be
found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
included in our
Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities
In addition to historical data, this discussion contains forward-looking statements about our business, operations and
financial performance based on current expectations that involve risks, uncertainties and assumptions. See “Forward-
Looking Statements” and “Critical Accounting Estimates” in this Form 10-K for certain other factors that may cause
actual results to differ, materially, from those anticipated in the forward-looking statements included in this Form 10-K.
Our actual results may differ materially from those in this discussion as a result of various factors, including but not
limited to those discussed in Part, 1. Item 1A, “Risk Factors” in this Form 10-K.
Overview
Our Business
We are a multi-strategy real estate finance company that originates, acquires, finances, and services LMM loans, SBA
loans, construction loans, USDA loans
and
, to a lesser extent, MBS collateralized primarily by LMM loans, or other real
estate-related investments. Our loans generally range in original principal amounts up to $40 million and are used by
businesses to purchase real estate used in their operations or by investors seeking to acquire multi-family, office, retail,
mixed use or warehouse properties. Our objective is to provide attractive risk-adjusted returns to our stockholders
primarily through dividends, as well as through capital appreciation. In order to achieve this objective, we continue to
grow our investment portfolio and believe that the breadth of our full-service real estate finance platform will allow us to
adapt to market conditions and deploy capital in our asset classes and segments with the most attractive risk-adjusted
returns.
Our Residential Mortgage Banking segment meets the criteria to be classified as held for sale and presented as a
discontinued operation. For all periods presented, the operating results for these operations have been removed from
continuing operations. The MD&A has been adjusted to exclude discontinued operations unless otherwise noted. We
report our activities in the following two operating segments:
•
LMM Commercial Real Estate.
We originate LMM loans across the full life-cycle of an LMM property
including construction, bridge, stabilized and agency loan origination channels through our subsidiary,
ReadyCap Commercial. These originated loans are generally held-for-investment or placed into
78
securitization structures. As part of this segment, we originate and service multi-family loan products under
the Freddie Mac SBL program. These originated loans are held for sale, and subsequently sold to Freddie
Mac. We provide construction and permanent financing for the preservation and construction of affordable
housing, primarily utilizing tax-exempt bonds through Red Stone, a subsidiary. In addition, we acquire
LMM loans as part of our business strategy. We hold performing LMM loans to term and seek to maximize
the value of the non-performing LMM loans acquired by us through borrower-based resolution strategies.
We typically acquire non-performing loans at a discount to their unpaid principal balance
when we believe
that resolution of the loans will provide attractive risk-adjusted returns.
•
Small Business Lending.
We acquire, originate and service owner-occupied loans guaranteed by the SBA
under the SBA Section 7(a) Program through our subsidiary, ReadyCap Lending. We hold an SBA license
as one of only 20 non-bank
Small Business Lending Companies
and have been granted preferred lender
status by the SBA. These originated loans are either held-for-investment, placed into securitization
structures, or
sold
. In addition, we acquire, originate and service USDA loans through our subsidiary,
Madison One, as well as originate and service small business loans through our subsidiary iBusiness
Funding LLC.
We are organized and conduct our operations to qualify as a REIT under the Code. To qualify as a REIT, we are required
to annually distribute substantially all of our net taxable income, excluding capital gain, to stockholders. To the extent
that we do not distribute all of our net capital gain, or distribute at least 90%, but less than 100%, of our REIT taxable
income, as adjusted, we will be required to pay U.S. federal corporate income tax on the undistributed income. We are
organized in a traditional UpREIT format pursuant to which we serve as the general partner of, and conduct substantially
all of our business through, our operating partnership. We also intend to operate our business in a manner that will
permit us to be excluded from registration as an investment company under the 194
0 Act.
Acquisitions
United Development Funding IV.
On November 29, 2024, the Company entered into a definitive merger agreement
with
UDF IV
, a real estate investment trust providing capital solutions to residential real estate developers and regional
homebuilders. Upon completion of the merger, the Company is expected to have a pro forma equity capital base in
excess of
$2.2 billion.
Under the terms of the merger agreement, UDF IV will be permitted to distribute
the Pre-Closing
Distribution,
representing value distributed by UDF IV to its shareholders of up to
$2.44 per share. Following such
distribution, as part of the merger consideration, each UDF IV share will then be converted into a number of shares of
Ready Capital common stock equal to the Exchange Ratio, with UDF IV shareholders receiving a total of approximately
12.8 million
shares of Ready Capital common stock. The Exchange Ratio was negotiated to reflect an adjustment for the
expected Pre-Closing Distribution, as well as other valuation adjustments. Based on Ready Capital’s closing share price
on November 29, 2024, the implied value of the Ready Capital shares expected to be issued in connection with this
closing is approximately
$94 million or $3.07
per UDF IV share. At closing, UDF IV shareholders are expected to own
approximately
7%
of Ready Capital’s outstanding shares. In addition, as part of the merger consideration, UDF IV
shareholders will be entitled to receive
a number of CVRs equal to the Exchange Ratio per UDF IV share, representing
the potential right to receive additional stock consideration after closing
. The transaction is expected to close in the first
half of 2025, subject to the approval of UDF IV shareholders and other customary closing conditions.
Funding Circle.
On July 1, 2024, the Company acquired Funding Circle
through its subsidiary, iBusiness Funding LLC,
for approximately
$41.2 million
in cash plus the assumption of certain liabilities (the “Funding Circle Acquisition”).
Funding Circle is an online lending platform that originates and services small business loans. The Funding Circle
Acquisition integrates Funding Circle’s loan origination servicing platform with the Company’s Lending as a Service
("LaaS") and LenderAI product offerings.
Refer to Notes 1 and 5, included in Part II, Item 8, “Financial Statements and
Supplementary Data,” of this Form 10-K,
for more information about the Funding Circle Acquisition and the assets
acquired and liabilities assumed as a result of the Funding Circle Acquisition.
Madison One.
On June 5, 2024, the Company acquired Madison One
,
a leading originator and servicer of USDA and
SBA guaranteed loan products,
for an initial purchase price of approximately
$32.9 million
paid in cash (the “Madison
One Acquisition”). Approximately
$3.6 million
of the initial purchase price was paid as bonuses to certain key Madison
One personnel in cash. Additional purchase price payments, including cash payments and the issuance of shares of
common stock of the Company, may be made over the
four years
following the acquisition date contingent upon the
79
Madison One business achieving certain performance metrics. Part of the Company’s strategy in acquiring Madison One
included the value of the anticipated synergies arising from the acquisition and the value of the acquired assembled
workforce, neither of which qualify for recognition as an intangible asset.
Refer to Notes 1 and 5, included in Part II,
Item 8, “Financial Statements and Supplementary Data,” of this Form 10-K,
for more information about the Madison
One Acquisition and the assets acquired and liabilities assumed as a result of the Madison One Acquisition.
Broadmark.
On May 31, 2023, the Company, Broadmark
,
a Maryland corporation
,
and RCC Merger Sub, LLC, a
Delaware limited liability company and a wholly owned subsidiary of the operating partnership (“RCC Merger Sub”),
completed a merger (the “Broadmark Merger”) in which Broadmark merged with and into RCC Merger Sub, with RCC
Merger Sub remaining as a wholly owned subsidiary of the operating partnership.
As a result of the Broadmark Merger,
the number of directors on the Company's board of directors (the “Board”) increased by three members, from nine to
twelve, with the three additional directors each having served on the board of directors of Broadmark immediately prior
to the effective time of the Broadmark Merger. The Broadmark Merger further diversified our business by expanding on
our residential and commercial construction lending platforms. Refer to Notes 1 and 5, included in
Part II, Item 8,
“Financial Statements and Supplementary Data,”
of this Form 10-K
,
for more information about the Broadmark Merger
and the assets acquired and liabilities assumed as a result of the Broadmark Merger.
For additional information on our business, refer to Part I, Item 1, “Business” in this Form 10-K.
Factors Impacting Operating Results
We expect that our results of operations will be affected by a number of factors and will primarily depend on the level of
interest income from our assets, the market and fair value of our assets and the supply of, and demand for, LMM loans,
SBA loans, USDA loans, construction loans, MBS and other assets we may acquire in the future, demand for housing,
population trends, construction costs, the availability of alternative real estate financing from other lenders, changes in
credit spreads, and the financing and other costs associated with our business. These factors may have an impact on our
ability to originate new loans or the performance of our existing loan portfolio. Our net investment income, which
includes the amortization of purchase premiums and accretion of purchase discounts, varies primarily as a result of
changes in market interest rates, the rate at which our distressed assets are liquidated and the prepayment speed of our
performing assets. Interest rates and prepayment speeds vary according to the type of investment, conditions in the
financial markets, competition and other factors, none of which can be predicted with any certainty. Our operating
results may also be impacted by our available borrowing capacity, conditions in the financial markets, credit losses in
excess of initial estimates or unanticipated credit events experienced by borrowers whose loans are held directly by us or
are included in our MBS. Difficult market conditions as well as inflation, energy costs, geopolitical issues, health
epidemics and outbreaks of contagious diseases, unemployment and the availability and cost of credit are factors which
could also impact our operating results.
Changes in Market Interest Rates.
We own and expect to acquire or originate fixed rate mortgages and floating rate
mortgages with maturities ranging from two to 30 years. Our loans typically have amortization periods of 15 to 30 years
or balloon payments due in two to 10 years. Fixed rate mortgage loans bear interest that is fixed for the term of the loan
and we typically utilize derivative financial and hedging instruments in an effort to hedge the interest rate risk associated
with such fixed rate mortgages. As of
December 31, 2024
, all fixed rate loans are match funded in securitization.
Floating rate mortgage loans generally have an adjustable interest rate equal to the sum of a fixed spread plus an index
rate, such as the
SOFR
, which typically resets monthly. As of
December 31, 2024
, approximate
ly
84%
of the loans in
our portfolio were floating rate mortgages, and
16%
wer
e fixed rate mortgages, based on UPB.
Current market conditions.
During the
fourth
quarter,
macroeconomic concerns persisted including uncertainty about the
commercial real estate sector, inflationary pressures, elevated interest rates, and geopolitical tensions. In an
effort
to ease
borrowing costs and restore price stability, there has been a shift towards a less aggressive monetary policy by the U.S.
Federal Reserve. Although the full impact of these changes remains uncertain and difficult to predict, concerns and
uncertainties about the economic outlook may adversely impact our financial condition, results of operations and cash
flows.
Results of Operations
80
Key Financial Measures and Indicators
As a real estate finance company, we believe the key financial measures and indicators for our business are earnings per
share, dividends declared per share, distributable earnings, return on equity, and net book value per share. As further
described below, distributable earnings is a measure that is not prepared in accordance with GAAP. We use distributable
earnings to evaluate our performance and determine dividends, excluding the effects of certain transactions and GAAP
adjustments that we believe are not necessarily indicative of our current loan activity and operations. Refer to “—Non-
GAAP Financial Measures” below for a reconciliation of net income to distributable earnings.
The table below sets
forth
certain information on our operating results.
|
Three Months Ended
December 31,
|
Year Ended December 31,
|
||||
|
($ in thousands, except share data)
|
2024
|
2024
|
2023
|
||
|
Net Income (loss) from continuing operations
|
$
(297,517)
|
$
(411,999)
|
$
351,245
|
||
|
Earnings per common share from continuing operations - basic
|
$
(1.80)
|
$
(2.52)
|
$
2.27
|
||
|
Earnings per common share from continuing operations - diluted
|
$
(1.80)
|
$
(2.52)
|
$
2.24
|
||
|
Distributable earnings before realized losses
|
$
44,513
|
$
181,931
|
$
190,120
|
||
|
Distributable earnings before realized losses per common share - basic
|
$
0.23
|
$
0.97
|
$
1.18
|
||
|
Distributable earnings before realized losses per common share - diluted
|
$
0.23
|
$
0.97
|
$
1.17
|
||
|
Distributable earnings
|
$
267
|
$
28,360
|
$
190,120
|
||
|
Distributable earnings per common share - basic
|
$
(0.03)
|
$
0.07
|
$
1.18
|
||
|
Distributable earnings per common share - diluted
|
$
(0.03)
|
$
0.07
|
$
1.17
|
||
|
Dividends declared per common share
|
$
0.25
|
$
1.10
|
$
1.46
|
||
|
Dividend yield
(1)
|
14.7
%
|
14.7
%
|
13.5
%
|
||
|
Return on equity from continuing operations
|
(60.3)
%
|
(19.6)
%
|
17.2
%
|
||
|
Distributable return on equity before realized losses
|
7.1
%
|
7.5
%
|
8.6
%
|
||
|
Distributable return on equity
|
(0.3)
%
|
0.9
%
|
8.6
%
|
||
|
Book value per common share
|
$
10.61
|
$
10.61
|
$
14.10
|
||
(1)
Dividend yield is based on the respective period end closing share price.
Our Loan Pipeline
We have a large and active pipeline of potential acquisition and origination opportunities that are in various stages of our
investment process. We refer to assets as being part of our acquisition or origination pipeline if (i) an asset or portfolio
opportunity has been presented to us and we have determined, after a preliminary analysis, that the assets fit within our
investment strategy and exhibit the appropriate risk/reward characteristics (ii) in the case of acquired loans, we have
executed a non-disclosure agreement (“NDA”) or an exclusivity agreement and commenced the due diligence process or
we have executed more definitive documentation, such as a letter of intent (“LOI”); and (iii) in the case of originated
loans, we have issued an LOI, and the borrower has paid a deposit.
We operate in a competitive market for investment opportunities and competition may limit our ability to originate or
acquire the potential investments in the pipeline. The consummation of any of the potential loans in the pipeline depends
upon, among other things, one or more of the following: available capital and liquidity, our Manager’s allocation policy,
satisfactory completion of our due diligence investigation and investment process, approval of our Manager’s Investment
Committee, market conditions, our agreement with the seller on the terms and structure of such potential loan, and the
execution and delivery of satisfactory transaction documentation. Historically, we have acquired less than a majority of
the assets in our pipeline at any one time and there can be no assurance the assets currently in our pipeline will be
acquired or originated by us in the future.
The table below presents information on our investment portfolio originations (based on fully committed amounts).
|
Three Months Ended
December 31,
|
Year Ended December 31,
|
||||
|
(in thousands)
|
2024
|
2024
|
2023
|
||
|
Loan originations:
|
|||||
|
LMM loans
|
$
435,848
|
$
1,198,090
|
$
1,683,363
|
||
|
SBL loans
|
348,471
|
1,202,592
|
493,949
|
||
|
Total loan investment activity
|
$
784,319
|
$
2,400,682
|
$
2,177,312
|
||
81
The table below presents information on our
origination pipeline opportunities (based on fully committed amounts).
|
(in thousands)
|
Current Pipeline
|
|
Loan originations:
|
|
|
LMM loans
|
$
728,005
|
|
SBL loans
|
1,784,167
|
|
Total loan investment pipeline
(1)
|
$
2,512,172
|
(1)
Includes
2025
fundings
Balance Sheet Analysis and Metrics
|
(in thousands)
|
December 31, 2024
|
December 31, 2023
|
$ Change
|
% Change
|
|||
|
Assets
|
|||||||
|
Cash and cash equivalents
|
$
143,803
|
$
138,532
|
$
5,271
|
3.8
%
|
|||
|
Restricted cash
|
30,560
|
30,063
|
497
|
1.7
|
|||
|
Loans, net (including $3,533 and $9,348 held at fair value)
|
3,378,149
|
4,020,160
|
(642,011)
|
(16.0)
|
|||
|
Loans, held for sale (including $128,531 and $81,599 held at fair
value and net of valuation allowance of $97,620 and $0)
|
241,626
|
81,599
|
160,027
|
196.1
|
|||
|
Mortgage-backed securities
|
31,006
|
27,436
|
3,570
|
13.0
|
|||
|
Investment in unconsolidated joint ventures (including $6,577 and
$7,360 held at fair value)
|
161,561
|
133,321
|
28,240
|
21.2
|
|||
|
Derivative instruments
|
7,963
|
2,404
|
5,559
|
231.2
|
|||
|
Servicing rights
|
128,440
|
102,837
|
25,603
|
24.9
|
|||
|
Real estate owned, held for sale
|
193,437
|
252,949
|
(59,512)
|
(23.5)
|
|||
|
Other assets
|
362,486
|
300,175
|
62,311
|
20.8
|
|||
|
Assets of consolidated VIEs
|
5,175,295
|
6,897,145
|
(1,721,850)
|
(25.0)
|
|||
|
Assets held for sale
|
287,595
|
454,596
|
(167,001)
|
(36.7)
|
|||
|
Total Assets
|
$
10,141,921
|
$
12,441,217
|
$
(2,299,296)
|
(18.5)
%
|
|||
|
Liabilities
|
|||||||
|
Secured borrowings
|
2,035,176
|
2,102,075
|
(66,899)
|
(3.2)
|
|||
|
Securitized debt obligations of consolidated VIEs, net
|
3,580,513
|
5,068,453
|
(1,487,940)
|
(29.4)
|
|||
|
Senior secured notes, net
|
437,847
|
345,127
|
92,720
|
26.9
|
|||
|
Corporate debt, net
|
895,265
|
764,908
|
130,357
|
17.0
|
|||
|
Guaranteed loan financing
|
691,118
|
844,540
|
(153,422)
|
(18.2)
|
|||
|
Contingent consideration
|
573
|
7,628
|
(7,055)
|
(92.5)
|
|||
|
Derivative instruments
|
352
|
212
|
140
|
66.0
|
|||
|
Dividends payable
|
43,168
|
54,289
|
(11,121)
|
(20.5)
|
|||
|
Loan participations sold
|
95,578
|
62,944
|
32,634
|
51.8
|
|||
|
Due to third parties
|
1,442
|
3,641
|
(2,199)
|
(60.4)
|
|||
|
Accounts payable and other accrued liabilities
|
188,051
|
207,481
|
(19,430)
|
(9.4)
|
|||
|
Liabilities held for sale
|
228,735
|
333,157
|
(104,422)
|
(31.3)
|
|||
|
Total Liabilities
|
$
8,197,818
|
$
9,794,455
|
$
(1,596,637)
|
(16.3)
%
|
|||
|
Preferred stock Series C, liquidation preference $25.00 per share
|
8,361
|
8,361
|
—
|
—
|
|||
|
Commitments & contingencies
|
|||||||
|
Stockholders’ Equity
|
|||||||
|
Preferred stock Series E, liquidation preference $25.00 per share
|
111,378
|
111,378
|
—
|
—
|
|||
|
Common stock, $0.0001 par value, 500,000,000 shares authorized,
162,792,372 and 172,276,105 shares issued and outstanding,
respectively
|
17
|
17
|
—
|
—
|
|||
|
Additional paid-in capital
|
2,250,291
|
2,321,989
|
(71,698)
|
(3.1)
|
|||
|
Retained earnings (deficit)
|
(505,089)
|
124,413
|
(629,502)
|
(506.0)
|
|||
|
Accumulated other comprehensive loss
|
(18,552)
|
(17,860)
|
(692)
|
(3.9)
|
|||
|
Total Ready Capital Corporation equity
|
1,838,045
|
2,539,937
|
(701,892)
|
(27.6)
|
|||
|
Non-controlling interests
|
97,697
|
98,464
|
(767)
|
(0.8)
|
|||
|
Total Stockholders’ Equity
|
$
1,935,742
|
$
2,638,401
|
$
(702,659)
|
(26.6)
%
|
|||
|
Total Liabilities, Redeemable Preferred Stock, and Stockholders’
Equity
|
$
10,141,921
|
$
12,441,217
|
$
(2,299,296)
|
(18.5)
%
|
82
As of
December 31, 2024
, total assets in our consolidated balance sheet were
$10.1 billion
,
a decrease
of
$2.3 billion
from
December 31, 2023
, primarily reflecting
a decrease
in
Assets of consolidated VIEs and Loans, net. Assets of
consolidated VIEs
decreased
$1.7 billion
, due to paydowns on securitized loans. Loans, net
decreased
$642.0 million
,
primarily due to an increase in CECL reserves and loans transferred to Loans, held for sale.
As of
December 31, 2024
, total liabilities in our consolidated balance sheet were
$8.2 billion
,
a decrease
of
$1.6 billion
from
December 31, 2023
, primarily reflecting
a decrease
in Securitized debt obligations of consolidated VIEs, net.
Securitized debt obligations of consolidated VIEs, net
decreased
$1.5 billion
due to paydowns on securitized loans.
As of
December 31, 2024
, total stockholders’ equity was
$1.9 billion
,
a decrease
of
$702.7 million
from
December 31,
2023
,
primarily due to net losses, dividends paid and common stock repurchased through the Company’s share
repurchase program.
Selected Balance Sheet Information by Business Segment.
The table below presents certain selected balance sheet data
by business segments, with the remaining amounts reflected in
Corporate –Other
.
|
(in thousands)
|
LMM Commercial
Real Estate
|
Small Business
Lending
|
Total
|
||
|
December 31, 2024
|
|||||
|
Assets
|
|||||
|
Loans, net
|
$
7,081,659
|
$
1,226,551
|
$
8,308,210
|
||
|
Loans, held for sale
|
152,093
|
89,533
|
241,626
|
||
|
MBS
|
31,006
|
—
|
31,006
|
||
|
Investment in unconsolidated joint ventures
|
161,034
|
527
|
161,561
|
||
|
Servicing rights
|
67,634
|
60,806
|
128,440
|
||
|
Real estate owned, held for sale
|
194,769
|
251
|
195,020
|
||
|
Liabilities
|
|||||
|
Secured borrowings
|
1,784,575
|
250,601
|
2,035,176
|
||
|
Securitized debt obligations of consolidated VIEs
|
3,462,934
|
117,579
|
3,580,513
|
||
|
Senior secured notes, net
|
427,411
|
10,436
|
437,847
|
||
|
Corporate debt, net
|
895,265
|
—
|
895,265
|
||
|
Guaranteed loan financing
|
—
|
691,118
|
691,118
|
||
|
Loan participations sold
|
95,578
|
—
|
95,578
|
In the table above,
•
Loans, net includes assets of consolidated VIEs.
•
Loans, held for sale includes assets of consolidated VIEs, net of valuation allowance.
•
Real estate owned, held for sale includes assets of consolidated VIEs.
83
Statement of Operations Analysis and Metrics
|
For the Year Ended December 31,
|
|||||
|
(in thousands)
|
2024
|
2023
|
$ Change
|
||
|
Interest income
|
|||||
|
LMM commercial real estate
|
$
766,354
|
$
847,253
|
$
(80,899)
|
||
|
Small business lending
|
130,621
|
98,561
|
32,060
|
||
|
Total interest income
|
$
896,975
|
$
945,814
|
$
(48,839)
|
||
|
Interest expense
|
|||||
|
LMM commercial real estate
|
(598,846)
|
(650,624)
|
51,778
|
||
|
Small business lending
|
(97,609)
|
(65,844)
|
(31,765)
|
||
|
Total interest expense
|
$
(696,455)
|
$
(716,468)
|
$
20,013
|
||
|
Net interest income before provision for loan losses
|
$
200,520
|
$
229,346
|
$
(28,826)
|
||
|
Provision for loan losses
|
|||||
|
LMM commercial real estate
|
(283,800)
|
(1,413)
|
(282,387)
|
||
|
Small business lending
|
(8,959)
|
(5,817)
|
(3,142)
|
||
|
Total provision for loan losses
|
$
(292,759)
|
$
(7,230)
|
$
(285,529)
|
||
|
Net interest income after provision for loan losses
|
$
(92,239)
|
$
222,116
|
$
(314,355)
|
||
|
Non-interest income (loss)
|
|||||
|
LMM commercial real estate
|
(238,972)
|
85,965
|
(324,937)
|
||
|
Small business lending
|
118,574
|
112,068
|
6,506
|
||
|
Unallocated corporate expenses
|
18,633
|
210,435
|
(191,802)
|
||
|
Total non-interest income (loss)
|
$
(101,765)
|
$
408,468
|
$
(510,233)
|
||
|
Non-interest expense
|
|||||
|
LMM commercial real estate
|
(148,230)
|
(103,776)
|
(44,454)
|
||
|
Small business lending
|
(96,889)
|
(88,328)
|
(8,561)
|
||
|
Unallocated corporate expenses
|
(77,388)
|
(80,061)
|
2,673
|
||
|
Total non-interest expense
|
$
(322,507)
|
$
(272,165)
|
$
(50,342)
|
||
|
Net income (loss) before provision for income taxes
|
|||||
|
LMM commercial real estate
|
(503,494)
|
177,405
|
(680,899)
|
||
|
Small business lending
|
45,738
|
50,640
|
(4,902)
|
||
|
Unallocated corporate expenses
|
(58,755)
|
130,374
|
(189,129)
|
||
|
Total net income (loss) before provision for income taxes
|
$
(516,511)
|
$
358,419
|
$
(874,930)
|
||
84
Results of Operations – Supplemental Information.
Realized and unrealized gains (losses) on financial instruments are
recorded in the consolidated statements of operations and classified based on the nature of the underlying asset or
liability.
The table below presents the components of realized and unrealized gains (losses) on financial instruments.
|
For the Year Ended December 31,
|
|||||
|
(in thousands)
|
2024
|
2023
|
$ Change
|
||
|
Realized gain (loss) on financial instruments
|
|||||
|
Creation of mortgage servicing rights
|
|||||
|
SBA - 7(a)
|
$
14,739
|
$
7,016
|
$
7,723
|
||
|
Multi-family
|
6,112
|
16,615
|
(10,503)
|
||
|
USDA
|
3,384
|
—
|
3,384
|
||
|
Small business loans
|
1,035
|
—
|
1,035
|
||
|
Total Creation of mortgage servicing rights
|
$
25,270
|
$
23,631
|
$
1,639
|
||
|
Loans
|
|||||
|
SBA - 7(a)
|
59,697
|
23,918
|
35,779
|
||
|
Multi-family
|
1,721
|
1,719
|
2
|
||
|
USDA
|
883
|
685
|
198
|
||
|
Small business loans
|
—
|
—
|
—
|
||
|
Total loans
|
$
62,301
|
$
26,322
|
$
35,979
|
||
|
Gain on sale business
|
|||||
|
SBA - 7(a)
|
74,436
|
30,934
|
43,502
|
||
|
Multi-family
|
7,833
|
18,334
|
(10,501)
|
||
|
USDA
|
4,267
|
685
|
3,582
|
||
|
Small business loans
|
1,035
|
—
|
1,035
|
||
|
Total gain on sale business
|
$
87,571
|
$
49,953
|
$
37,618
|
||
|
Loans, held for sale
|
|||||
|
Bridge
|
(58,852)
|
—
|
(58,852)
|
||
|
Construction
|
(74,907)
|
—
|
(74,907)
|
||
|
Other
|
(11,862)
|
—
|
(11,862)
|
||
|
Total loans, held for sale
|
$
(145,621)
|
$
—
|
$
(145,621)
|
||
|
Loans, net
|
|||||
|
Bridge
|
(1,657)
|
(129)
|
(1,528)
|
||
|
Fixed rate
|
(147)
|
(662)
|
515
|
||
|
Construction
|
(6,938)
|
181
|
(7,119)
|
||
|
Other
|
(429)
|
(324)
|
(105)
|
||
|
Total loans, net
|
$
(9,171)
|
$
(934)
|
$
(8,237)
|
||
|
Net realized gain (loss) on derivatives, at fair value
|
$
19,794
|
$
20,847
|
$
(1,053)
|
||
|
Net realized gain (loss) - all other
|
$
(6,573)
|
$
(4,858)
|
$
(1,715)
|
||
|
Net realized gain (loss) on financial instruments
|
$
(54,000)
|
$
65,008
|
$
(154,987)
|
||
|
Unrealized gain (loss) on financial instruments
|
|||||
|
Loans, held for sale
|
|||||
|
Bridge
|
4
|
288
|
(284)
|
||
|
Fixed rate
|
(3,270)
|
1,771
|
(5,041)
|
||
|
Freddie Mac
|
91
|
44
|
47
|
||
|
SBA - 7(a)
|
2,650
|
1,289
|
1,361
|
||
|
Other
|
(27)
|
5,454
|
(5,481)
|
||
|
Total Loans, held for sale
|
$
(552)
|
$
8,846
|
$
(9,398)
|
||
|
Net unrealized gain (loss) on preferred equity, at fair value
|
$
(15,613)
|
$
—
|
$
(15,613)
|
||
|
Net unrealized gain (loss) on derivatives, at fair value
|
$
(4,760)
|
$
(3,030)
|
$
(1,730)
|
||
|
Net unrealized gain (loss) - all other
|
$
5,934
|
$
3,902
|
$
2,032
|
||
|
Net unrealized gain (loss) on financial instruments
|
$
(14,991)
|
$
9,718
|
$
(24,709)
|
||
L
MM
Commercial Real Estate Segment Results.
YTD
2024
versus YTD
2023
.
Interest income of
$766.4 million
represented
a decrease
of
$80.9 million
, primarily due to
decreased loan balances, partially offset by increases in interest rates. Interest expense of
$598.8 million
represented
a
decrease
of
$51.8 million
, driven by decreased debt balances, partially offset by increases in interest rates.
Provision for
loan losses of
$283.8 million
represented
an increase
of
$282.4 million
, primarily due to an increase in CECL reserves,
partially offset by loans transferred to Loans, held for sale in the first half of 2024. Non-interest
loss
of
$239.0 million
represented
an increase
of
$324.9 million
, primarily due to n
et realized losses on financial instruments and real estate
owned and
the valuation allowance related to the transfer of Loans, net to Loans, held for sale in the first half of 2024.
85
Non-interest expense of
$148.2 million
represented
an increase
of
$44.5 million
, due to increases in charge-offs of real
estate acquired in settlement of loans and loan servicing expenses, partially offset by a decrease in employee
compensation and benefits.
Small Business Lending Segment Results.
YTD
2024
versus YTD
2023
.
Interest income of
$130.6 million
represented
an increase
of
$32.1 million
, primarily due
to increases in interest rates and increased loan balances. Interest expense of
$97.6 million
represented
an increase
of
$31.8 million
, driven by increases in interest rates and increased debt balances.
Provision for
loan losses of
$9.0 million
represented
an increase
of
$3.1 million
, due to changes in the forecasted macroeconomic inputs for reserve modeling,
partially offset by a decrease in specific loan reserves. Non-interest
income
of
$118.6 million
represented
an increase
of
$6.5 million
, primarily due
to decreases in ERC income, partially offset by increases in gains on sale of agency loans,
net
. Non-interest expense of
$96.9 million
represented
an increase
of
$8.6 million
, primarily due to decreases in
professional
fees related to ERC activities
.
Unallocated- Corporate.
YTD
2024
versus YTD
2023
.
Non-interest
income
of
$18.6 million
represented
a decrease
of
$191.8 million
, primarily
due to a gain on bargain purchase recognized from the Broadmark Merger in the prior year period. Non-interest expense
of
$77.4 million
represented
a decrease
of
$2.7 million
, primarily due to transaction related expenses for the Broadmark
Merger in the prior year period.
Non-GAAP financial measures
We believe that providing investors with distributable earnings, formerly referred to as core earnings, gives investors
greater transparency into the information used by management in our financial and operational decision-making,
including the determination of dividends.
We calculate distributable earnings as GAAP net income (loss) excluding the following:
i)
any unrealized gains or losses on certain MBS not retained by us as part of our loan origination businesses
ii)
any realized gains or losses on sales of certain MBS
iii)
any unrealized gains or losses on Residential MSRs from discontinued operations
iv)
any unrealized change in current expected credit loss reserve and valuation allowances
v)
any unrealized gains or losses on de-designated cash flow hedges
vi)
any unrealized gains or losses on foreign exchange hedges
vii)
any unrealized gains or losses on certain unconsolidated joint ventures
viii)
any non-cash compensation expense related to stock-based incentive plan
ix)
any unrealized gains or losses on preferred
equity
, at fair value
x)
one-time non-recurring gains or losses, such as gains or losses on discontinued operations, bargain
purchase gains, or merger related expenses
In calculating distributable earnings, net income (in accordance with GAAP) is adjusted to exclude unrealized gains and
losses on MBS acquired by us in the secondary market but is not adjusted to exclude unrealized gains and losses on
MBS retained by us as part of our loan origination businesses, where we transfer originated loans into an MBS
securitization and retain an interest in the securitization. In calculating distributable earnings, we do not adjust net
income (in accordance with GAAP) to take into account unrealized gains and losses on MBS retained by us as part of
our loan origination businesses because we consider the unrealized gains and losses that are generated in the loan
origination and securitization process to be a fundamental part of this business and an indicator of the ongoing
performance and credit quality of our historical loan originations. In calculating distributable earnings, net income (in
accordance with GAAP) is adjusted to exclude realized gains and losses on certain MBS securities due to a variety of
reasons which may include collateral type, duration, and size.
In addition, in calculating distributable earnings, net income (in accordance with GAAP) is adjusted to exclude
unrealized gains or losses on residential MSRs, held at fair value from discontinued operations. Servicing rights relating
to our small business commercial business are accounted for under ASC 860, Transfer and Servicing. In calculating
86
distributable earnings, we do not exclude realized gains or losses on commercial MSRs, as servicing income is a
fundamental part of our business and an indicator of the ongoing performance.
Furthermore, we believe it is useful to present distributable earnings before realized losses on certain investments, such
as charge-offs and losses realized on sales of real estate owned assets and LMM loans, to reflect our direct operating
results. We utilize distributable earnings before realized losses as an additional performance metric to consider when
assessing our ability to declare and pay dividends. Distributable earnings and distributable earnings before realized
losses are non-U.S. GAAP financial measures and because these non-U.S. GAAP measures are incomplete measures of
our financial performance and involve differences from net income computed in accordance with U.S. GAAP, they
should be considered along with, but not as alternatives to, our net income as measures of our financial performance. In
addition, because not all companies use identical calculations, our presentations of distributable earnings and
distributable earnings before realized losses may not be comparable to other similarly-titled measures of other
companies.
To qualify as a REIT, we must distribute to our stockholders each calendar year dividends equal to at least 90% of our
REIT taxable income (including certain items of non-cash income), determined without regard to the deduction for
dividends paid and excluding net capital gain. There are certain items, including net income generated from the creation
of MSRs, that are included in distributable earnings but are not included in the calculation of the current year’s taxable
income. These differences may result in certain items that are recognized in the current period’s calculation of
distributable earnings not being included in taxable income, and thus not subject to the REIT dividend distribution
requirement, until future years.
The table below presents a
reconciliation
of net income to distributable earnings before realized losses and distributable
earnings.
|
Three Months Ended
December 31,
|
Year Ended
December 31,
|
||||||||||
|
(in thousands)
|
2024
|
2023
|
$ Change
|
2024
|
2023
|
$ Change
|
|||||
|
Net Income (loss)
|
$
(314,751)
|
$
10,881
|
$
(325,632)
|
$
(430,398)
|
$
348,411
|
$
(778,809)
|
|||||
|
Reconciling items:
|
|||||||||||
|
Unrealized (gain) loss on MSR - discontinued operations
|
33,175
|
20,715
|
12,460
|
40,394
|
15,427
|
24,967
|
|||||
|
Unrealized loss on joint ventures
|
(5,015)
|
2,124
|
(7,139)
|
(3,503)
|
2,124
|
(5,627)
|
|||||
|
Unrealized loss on foreign exchange hedges
|
—
|
1,582
|
(1,582)
|
—
|
1,582
|
(1,582)
|
|||||
|
Increase in CECL reserve
|
277,277
|
3,195
|
274,082
|
272,964
|
3,133
|
269,831
|
|||||
|
Increase (decrease) in valuation allowance
|
(31,229)
|
—
|
(31,229)
|
124,878
|
—
|
124,878
|
|||||
|
Non-recurring REO impairment
|
31,175
|
—
|
31,175
|
55,686
|
—
|
55,686
|
|||||
|
Non-cash compensation
|
2,826
|
1,360
|
1,466
|
8,510
|
7,550
|
960
|
|||||
|
Unrealized (gain) loss on preferred equity, at fair value
|
15,613
|
—
|
15,613
|
15,613
|
—
|
15,613
|
|||||
|
Merger transaction costs and other non-recurring expenses
|
6,579
|
7,361
|
(782)
|
17,432
|
25,807
|
(8,375)
|
|||||
|
Bargain purchase (gain) loss
|
—
|
7,060
|
(7,060)
|
(13,859)
|
(207,972)
|
194,113
|
|||||
|
Realized losses on sale of investments
|
51,688
|
—
|
51,688
|
183,718
|
—
|
183,718
|
|||||
|
Total reconciling items
|
$
382,089
|
$
43,397
|
$
338,692
|
$
701,833
|
$
(152,349)
|
$
854,182
|
|||||
|
Income tax adjustments
|
(22,825)
|
(5,754)
|
(17,071)
|
(89,504)
|
(5,942)
|
(83,562)
|
|||||
|
Distributable earnings before realized losses
|
$
44,513
|
$
48,524
|
$
(4,011)
|
$
181,931
|
$
190,120
|
$
(8,189)
|
|||||
|
Realized losses on sale of investments, net of tax
|
(44,246)
|
—
|
(44,246)
|
(153,571)
|
—
|
(153,571)
|
|||||
|
Distributable earnings
|
$
267
|
$
48,524
|
$
(48,257)
|
$
28,360
|
$
190,120
|
$
(161,760)
|
|||||
|
Less: Distributable earnings attributable to non-controlling
interests
|
3,113
|
1,358
|
1,755
|
8,167
|
7,180
|
987
|
|||||
|
Less: Income attributable to participating shares
|
2,248
|
2,206
|
42
|
9,125
|
9,284
|
(159)
|
|||||
|
Distributable earnings attributable to common
stockholders
|
$
(5,094)
|
$
44,960
|
$
(50,054)
|
$
11,068
|
$
173,656
|
$
(162,588)
|
|||||
|
Distributable earnings before realized losses on
investments, net of tax per common share - basic
|
$
0.23
|
$
0.26
|
$
(0.03)
|
$
0.97
|
$
1.18
|
$
(0.21)
|
|||||
|
Distributable earnings before realized losses on
investments, net of tax per common share - diluted
|
$
0.23
|
$
0.26
|
$
(0.03)
|
$
0.97
|
$
1.17
|
$
(0.20)
|
|||||
|
Distributable earnings per common share - basic
|
$
(0.03)
|
$
0.26
|
$
(0.29)
|
$
0.07
|
$
1.18
|
$
(1.11)
|
|||||
|
Distributable earnings per common share - diluted
|
$
(0.03)
|
$
0.26
|
$
(0.29)
|
$
0.07
|
$
1.17
|
$
(1.10)
|
|||||
Q4
2024
versus
Q4
2023
.
Consolidated net
loss
of
$314.8 million
for the
fourth
quarter of
2024
represented
a decrease
of
$325.6 million
from the
fourth
quarter of
2023
, primarily due to an increase in provision for loan losses and n
et
87
realized losses on financial instruments and real estate owned
, and a decrease to other income, partially offset by a
decrease to the valuation allowance. Consolidated distributable earnings before realized losses of
$44.5 million
for the
fourth
quarter of
2024
represented
a decrease
of
$4.0 million
from the
fourth
quarter of
2023
. The
increase
in the
distributable earnings reconciling items is primarily due to
an
increase in provision for loan losses and
realized losses on
sale of investments
, partially offset by a decrease to the valuation allowance. Consolidated distributable losses of
$0.3
million
for the
fourth
quarter of
2024
represented
a decrease
of
$48.3 million
from the
fourth
quarter of
2023
due to
certain charge-offs and losses realized on sales of real estate owned assets and LMM loans.
YTD
2024
versus YTD
2023
.
Consolidated net
loss
of
$430.4 million
for the
year ended December 31, 2024
represented
a decrease
of
$778.8 million
from the
year ended December 31, 2023
, primarily due to a gain on bargain purchase
recognized from the Broadmark Merger, n
et realized losses on financial instruments and real estate owned,
a valuation
allowance related to the transfer of Loans, net to Loans, held for sale and an increase in provision for loan losses.
Consolidated distributable earnings before realized losses of
$181.9 million
for the
year ended December 31, 2024
represented
a decrease
of
$8.2 million
from the
year ended December 31, 2023
. The
increase
in the distributable earnings
reconciling items is primarily due to a gain on bargain purchase recognized from the Broadmark Merger in the prior year
period,
realized losses on sale of investments,
a valuation allowance related to the transfer of Loans, net to Loans, held
for sale and
an
increase in provision for loan losses. Consolidated distributable earnings of
$28.4 million
for the
year
ended December 31, 2024
represented
a decrease
of
$161.8 million
from the
year ended December 31, 2023
due to
certain charge-offs and losses realized on sales of real estate owned assets and LMM loans.
Incentive distribution payable to our Manager
Under the partnership agreement of our operating partnership, our Manager, the holder of the Class A special unit in our
operating partnership, is entitled to receive an incentive distribution, distributed quarterly in arrears in an amount, not
less than zero, equal to the difference between (i) the product of (A) 15% and (B) the difference between (x) IFCE (as
described below) of our operating partnership, on a rolling four-quarter basis and before the incentive distribution for the
current quarter, and (y) the product of (1) the weighted average of the issue price per share of common stock or operating
partnership unit (“OP unit”) (without double counting) in all of our offerings multiplied by the weighted average number
of shares of common stock outstanding (including any restricted shares of common stock and any other shares of
common stock underlying awards granted under our 2013 Equity Incentive Plan, our 2023 Equity Incentive Plan and the
Broadmark Equity Plan) and OP units (without double counting) in such quarter and (2) 8%, and (ii) the sum of any
incentive distribution paid to our Manager with respect to the first three quarters of such previous four quarters;
provided, however, that no incentive distribution is payable with respect to any calendar quarter unless cumulative IFCE
is greater than zero for the most recently completed 12 calendar quarters.
The incentive distribution shall be calculated within 30 days after the end of each quarter and such calculation shall
promptly be delivered to our Company. We are obligated to pay the incentive distribution 50% in cash and 50% in either
common stock or OP units, as determined in our discretion, within five business days after delivery to our Company of
the written statement from the holder of the Class A special unit setting forth the computation of the incentive
distribution for such quarter. Subject to certain exceptions, our Manager may not sell or otherwise dispose of any portion
of the incentive distribution issued to it in common stock or OP units until after the three-year anniversary of the date
that such shares of common stock or OP units were issued to our Manager. The price of shares of our common stock for
purposes of determining the number of shares payable as part of the incentive distribution is the closing price of such
shares on the last trading day prior to the approval by our Board of the incentive distribution.
For purposes of determining the incentive distribution payable to our Manager, incentive fee core earnings (“IFCE”) is
defined under the partnership agreement of the operating partnership as GAAP net income (loss) of the operating
partnership excluding non-cash equity compensation expense, the expenses incurred in connection with the operating
partnership's formation or continuation, the incentive distribution, real estate depreciation and amortization (to the extent
that
we forecloses on any properties underlying our assets
) and any unrealized gains, losses, or other non-cash items
recorded in the period, regardless of whether such items are included in other comprehensive income or loss, or in net
income. The amount will be adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-
cash charges after discussions between our Manager and our independent directors and after approval by a majority of
the independent directors.
88
Liquidity and Capital Resources
Liquidity is a measure of our ability to turn non-cash assets into cash and to meet potential cash requirements. We use
significant cash to purchase LMM loans and other target assets, originate new LMM loans, pay dividends, repay
principal and interest on our borrowings, fund our operations and meet other general business needs. Certain of our loans
pay PIK interest rather than cash interest payments and from time to time, we may grant concessions to borrowers
experiencing significant financial difficulties in the form of modified terms such as interest rate reductions and other
terms described elsewhere
in this
Form 10-K
. These factors may increase our reliance on our primary sources of
liquidity, including our existing cash balances, borrowings, including securitizations, re-securitizations, repurchase
agreements, warehouse facilities, bank credit facilities and other financing agreements (including term loans and
revolving facilities), the net proceeds of offerings of equity and debt securities, including our senior secured notes,
corporate debt, and net cash provided by operating activities.
We are continuing to monitor the impact of shifts in interest rates, credit spreads and inflation on the Company, the
borrowers underlying our real estate-related assets, the tenants in the properties we own, our financing sources, and the
economy as a whole. Because the severity, magnitude and duration of these economic events remain uncertain, rapidly
changing and difficult to predict, the impact on our operations and liquidity also remains uncertain and difficult to
predict
.
Cash flow
Year Ended December 31, 2024
.
Cash and cash equivalents as of
December 31, 2024
,
decreased
by
$79.7 million
to
$182.8 million
from
December 31, 2023
, primarily due to net
cash used for financing activities, partially offset by net
cash provided by investing and operating activities. T
he net cash used for financing activities primarily reflected
repayments of securitized debt obligations of consolidated VIEs, dividend payments and repayments of secured
borrowings.
The net cash provided by investing activities primarily reflected proceeds from disposition and principal
payments of loans, partially offset by net cash used for loan originations. The net cash provided by operating activities
reflected sales on loans, held for sale and an increase in the provision for loan losses,
partially
offset by an increase in
operating assets and net loss from continuing operations.
Year Ended December 31, 2023
.
C
ash and cash equivalents as of
December 31, 2023
,
decreased
by
$11.1 million
to
$262.5 million
from
December 31, 2022
, primarily due to net cash used for financing activities
, partially offset by net
cash provided by investing and operating activities.
The net cash used for financing activities primarily reflected the
repayments of secured borrowings, Paycheck Protection Program Liquidity Facility (“
PPPLF”)
borrowings and the
convertible note and dividend payments, partially offset by proceeds from secured borrowings and net proceeds from the
issuance of securitized debt obligations of consolidated VIEs. The net cash provided by investing activities primarily
reflected proceeds from dispositions and paydowns, partially offset by loan originations. The net cash provided by
operating activities primarily reflected net income, partially offset by a bargain purchase gain in connection with the
Broadmark Merger.
Financing Strategy and Leverage
In addition to raising capital through offerings of our public equity and debt securities, we finance our investment
portfolio through securitization and secured borrowings. We generally seek to match-fund our investments to minimize
the differences in the terms of our investments and our liabilities. Our secured borrowings have various recourse levels
including full recourse, partial recourse and non-recourse, as well as varied mark-to-market provisions including full
mark-to-market, credit mark only and non-mark-to-market. Securitizations allow us to match fund loans pledged as
collateral on a long-term, non-recourse basis. Securitization structures typically consist of trusts with principal and
interest collections allocated to senior debt and losses on liquidated loans to equity and subordinate tranches, and provide
debt equal to 50% to 90% of the cost basis of the assets.
We also finance originated SBL with secured borrowings until the loans are sold, generally within 30 days.
As of
December 31, 2024
, we had a total leverage ratio of
3.8
x
and
recourse leverage ratio of
1.3
x
. Our operating
segments have different levels of recourse debt according to the differentiated nature of each segment. Our LMM
89
Commercial Real Estate and Small Business Lending segments have recourse leverage ratios of
0.4x
and
0.1x
,
respectively. The remaining recourse leverage ratio is from our corporate debt offerings.
Secured Borrowings
Credit Facilities
and
Other Financing Agreements.
We utilize credit facilities and other financing arrangements to
finance our business. The financings are collateralized by the underlying mortgages, assets, related documents, and
instruments, and typically contain index-based financing rate and terms, haircut and collateral posting provisions which
depend on the types of collateral and the counterparties involved. These agreements often contain customary negative
covenants and financial covenants, including maintenance of minimum liquidity, minimum tangible net worth,
maximum debt to net worth ratio and current ratio and limitations on capital expenditures, indebtedness, distributions,
transactions with affiliates and maintenance of positive net income.
The table below presents certain characteristics of our credit facilities and other financing arrangements.
|
Pledged Assets
|
Carrying Value at
|
|||||||||
|
Lenders
(1)
|
Asset Class
|
Current Maturity
(2)
|
Pricing
(3)
|
Facility Size
|
Carrying Value
|
December 31, 2024
|
December 31, 2023
|
|||
|
3
|
SBA loans
|
March 2025-November
2025
|
SOFR
+
2.84%
Prime
-
0.82%
|
$
285,000
|
$
315,507
|
$
250,601
|
$
117,115
|
|||
|
1
|
LMM loans - USD
|
February 2026
|
SOFR
+
1.35%
|
80,000
|
36,249
|
35,931
|
20,729
|
|||
|
1
|
LMM loans - Non-USD
(4)
|
January 2027
|
EURIBOR
+
3.00%
|
208,312
|
35,936
|
30,513
|
12,079
|
|||
|
Total borrowings under credit facilities and other financing agreements
|
$
573,312
|
$
387,692
|
$
317,045
|
$
149,923
|
||||||
(1)
Represents the total number of facility lenders.
(2)
Current maturity does not reflect extension options available beyond original commitment terms.
(3)
Asset class pricing is determined using an index rate plus a weighted average spread.
(4)
Non-USD denominated
credit facilities
have been converted into USD for purposes of this disclosure.
Repurchase Agreements.
Under the loan repurchase facilities and securities repurchase agreements, we may be required
to pledge additional assets to our counterparties in the event that the estimated fair value of the existing pledged
collateral under such agreements declines and such lenders demand additional collateral, which may take the form of
additional assets or cash. Generally, the loan repurchase facilities and securities repurchase agreements contain a SOFR-
based financing rate, term and haircuts depending on the types of collateral and the counterparties involved. The loan
repurchase facilities also include financial maintenance covenants.
If the estimated fair values of the assets increase due to changes in market interest rates or other market factors, lenders
may release collateral back to us. Margin calls may result from a decline in the value of the investments securing the
loan repurchase facilities and securities repurchase agreements, prepayments on the loans securing such investments and
from changes in the estimated fair value of such investments generally due to principal reduction of such investments
from scheduled amortization and resulting from changes in market interest rates and other market factors. Counterparties
also may choose to increase haircuts based on credit evaluations of our Company and/or the performance of the assets in
question. Historically, disruptions in the financial and credit markets have resulted in increased volatility in these levels,
and this volatility could persist as market conditions continue to change. Should prepayment speeds on the mortgages
underlying our investments or market interest rates suddenly increase, margin calls on the loan repurchase facilities and
securities repurchase agreements could result, causing an adverse change in our liquidity position. To date, we have
satisfied all of our margin calls and have never sold assets in response to any margin call under these borrowings.
Our borrowings under repurchase agreements are renewable at the discretion of our lenders and, as such, our ability to
roll-over such borrowings are not guaranteed. The terms of the repurchase transaction borrowings under our repurchase
agreements generally conform to the terms in the standard master repurchase agreement as published by the Securities
Industry and Financial Markets Association, as to repayment, margin requirements and the segregation of all assets we
have initially sold under the repurchase transaction. In addition, each lender typically requires that we include
supplemental terms and conditions to the standard master repurchase agreement. Typical supplemental terms and
conditions, which differ by lender, may include changes to the margin maintenance requirements, required haircuts and
purchase price maintenance requirements, requirements that all controversies related to the repurchase agreement be
litigated in a particular jurisdiction, and cross default and setoff provisions.
90
We maintain certain assets, which, from time to time, may include cash, unpledged LMM loans, LMM ABS and short-
term investments (which may be subject to various haircuts if pledged as collateral to meet margin requirements) and
collateral in excess of margin requirements held by our counterparties, or collectively, the “Cushion”, to meet routine
margin calls and protect against unforeseen reductions in our borrowing capabilities. Our ability to meet future margin
calls will be impacted by the Cushion, which varies based on the fair value of our investments, our cash position and
margin requirements. Our cash position fluctuates based on the timing of our operating, investing and financing activities
and is managed based on our anticipated cash needs.
The table below presents certain characteristics of our repurchase agreements.
|
Pledged Assets
|
Carrying Value at
|
|||||||||
|
Lenders
(1)
|
Asset Class
|
Current Maturity
(2)
|
Pricing
(3)
|
Facility Size
|
Carrying Value
|
December 31, 2024
|
December 31, 2023
|
|||
|
9
|
LMM loans
|
March 2025 -
November 2026
|
SOFR
+
3.17%
|
$
3,806,000
|
$
2,245,847
|
$
1,482,085
|
$
1,677,885
|
|||
|
1
|
LMM loans - Non-USD
(4)
|
Matured
|
EURIBOR
+
3.00%
|
—
|
—
|
—
|
45,031
|
|||
|
7
|
MBS
|
January 2025 - June
2025
|
7.59%
|
236,046
|
458,346
|
236,046
|
229,236
|
|||
|
Total borrowings under repurchase agreements
|
$
4,042,046
|
$
2,704,193
|
$
1,718,131
|
$
1,952,152
|
||||||
(1)
Represents the total number of facility lenders.
(2)
Current maturity does not reflect extension options available beyond original commitment terms.
(3)
Asset class pricing is determined using an index rate plus a weighted average spread.
(4)
Non-USD denominated
repurchase agreements
have been converted into USD for purposes of this disclosure.
Collateralized borrowings under repurchase agreements
The table below presents the amount of collateralized borrowings outstanding under repurchase agreements as of the end
of each quarter, the average amount of collateralized borrowings outstanding under repurchase agreements during the
quarter and the highest balance of any month end during the quarter.
|
(in thousands)
|
Quarter End Balance
|
Average Balance in Quarter
|
Highest Month End Balance in Quarter
|
||
|
Q1 2023
|
1,959,888
|
2,094,621
|
2,371,413
|
||
|
Q2 2023
|
1,792,366
|
1,945,290
|
2,022,433
|
||
|
Q3 2023
|
1,915,878
|
1,876,204
|
1,915,879
|
||
|
Q4 2023
|
1,952,152
|
1,889,494
|
1,952,152
|
||
|
Q1 2024
|
1,998,132
|
1,956,153
|
1,998,132
|
||
|
Q2 2024
|
2,087,661
|
2,058,766
|
2,087,661
|
||
|
Q3 2024
|
1,882,327
|
1,971,347
|
2,049,273
|
||
|
Q4 2024
|
1,718,131
|
1,795,627
|
1,846,677
|
Year Ended
December 31, 2024
.
The net
decrease
in the outstanding balances during
2024
was primarily due to the sale
of warehouse loans, partially offset by increased borrowings to fund origination volumes and the collapse of RCMT
2015-2.
Year Ended December 31, 2023.
The net decrease in the outstanding balances during 2023 was primarily due to the
closings of RCMF 2023-FL11 and RCMF 2023-FL12, partially offset by the collapse of RCMF 2019-FL3 and RCMF
2020-FL4.
Paycheck Protection Program Liquidity Facility borrowings.
The Company uses the
PPPLF
from the Federal Reserve
to finance PPP loans. The program charges an interest rate of 0.35%. As of
December 31, 2024
, we had approximately
$20.9 million
outstanding under this credit facility.
91
Senior Secured Notes and Corporate Debt, Net
The table below presents information about senior secured notes and corporate debt
issued through public and private
transactions
.
|
(in thousands)
|
Coupon Rate
|
Maturity Date
|
December 31, 2024
|
||
|
Senior secured notes principal amount
(1)
|
4.50
%
|
10/20/2026
|
$
350,000
|
||
|
Term loan principal amount
(2)
|
SOFR
+
5.50%
|
4/12/2029
|
95,000
|
||
|
Unamortized discount - Senior secured notes
|
(2,456)
|
||||
|
Unamortized deferred financing costs - Term loan
|
(4,697)
|
||||
|
Total senior secured notes, net
|
$
437,847
|
||||
|
Corporate debt principal amount
(3)
|
5.50
%
|
12/30/2028
|
110,000
|
||
|
Corporate debt principal amount
(4)
|
6.20
%
|
7/30/2026
|
104,614
|
||
|
Corporate debt principal amount
(4)
|
5.75
%
|
2/15/2026
|
206,270
|
||
|
Corporate debt principal amount
(5)
|
6.125
%
|
4/30/2025
|
120,000
|
||
|
Corporate debt principal amount
(6)
|
7.375
%
|
7/31/2027
|
100,000
|
||
|
Corporate debt principal amount
(7)
|
5.00
%
|
11/15/2026
|
100,000
|
||
|
Corporate debt principal amount
(8)
|
9.00
%
|
12/15/2029
|
130,000
|
||
|
Unamortized discount - corporate debt
|
(8,318)
|
||||
|
Unamortized deferred financing costs - corporate debt
|
(3,551)
|
||||
|
Junior subordinated notes principal amount
(9)
|
SOFR
+
3.10%
|
3/30/2035
|
15,000
|
||
|
Junior subordinated notes principal amount
(10)
|
SOFR
+
3.10%
|
4/30/2035
|
21,250
|
||
|
Total corporate debt, net
|
$
895,265
|
||||
|
Total carrying amount of debt
|
$
1,333,112
|
(1)
Interest on the senior secured notes is payable semiannually on April 20 and October 20 of each year.
(2)
Interest on the term loan is payable quarterly on January 12, April 12, July 12 and October 12 of each year.
(3)
Interest on the corporate debt is payable semiannually on June 30 and December 30 of each year.
(4)
Interest on the corporate debt is payable quarterly on January 30, April 30, July 30, and October 30 of each year.
(5)
Interest on the corporate debt is payable semiannually on April 30 and October 30 of each year.
(6)
Interest on the corporate debt is payable semiannually on January 31 and July 31 of each year.
(7)
Interest on the corporate debt is payable semiannually on May 15 and November 15 of each year; assumed as part of the Broadmark Merger.
(8)
Interest on the corporate debt is payable quarterly on March 15, June 15, September 15, and December 15 of each year.
(9)
Interest on the Junior subordinated notes I-A is payable quarterly on March 30, June 30, September 30, and December 30 of each year.
(10)
Interest on the Junior subordinated notes I-B is payable quarterly on January 30, April 30, July 30, and October 30 of each year.
The table below presents the contractual maturities for senior secured notes and corporate debt.
|
(in thousands)
|
December 31, 2024
|
|
2025
|
$
120,000
|
|
2026
|
760,884
|
|
2027
|
100,000
|
|
2028
|
110,000
|
|
2029
|
225,000
|
|
Thereafter
|
36,250
|
|
Total contractual amounts
|
$
1,352,134
|
|
Unamortized deferred financing costs, discounts, and premiums, net
|
(19,022)
|
|
Total carrying amount of debt
|
$
1,333,112
|
ReadyCap Holdings
4.50%
senior secured notes due 2026.
On October 20, 2021, ReadyCap Holdings, an indirect
subsidiary of the Company, completed the offer and sale of
$350.0 million
of its
4.50%
Senior Secured Notes due 2026
(the “Senior Secured Notes”). The Senior Secured Notes are fully and unconditionally guaranteed by the Company, each
direct parent entity of ReadyCap Holdings, and other direct or indirect subsidiaries of the Company from time to time
that is a direct parent entity of Sutherland Asset III, LLC or otherwise pledges collateral to secure the Senior Secured
Notes (collectively, the “SSN Guarantors”).
ReadyCap Holdings’ and the SSN Guarantors’ respective obligations under the Senior Secured Notes are secured by a
perfected first-priority lien on certain capital stock and assets (collectively, the “SSN Collateral”) owned by certain
subsidiaries of the Company.
The Senior Secured Notes are redeemable by ReadyCap Holdings’ following a non-call period, through the payment of
the outstanding principal balance of the Senior Secured Notes plus a “make-whole” or other premium that decreases the
closer the Senior Secured Notes are to maturity. ReadyCap Holdings is required to offer to repurchase the Senior
Secured Notes at
101%
of the principal balance of the Senior Secured Notes in the event of a change in control and a
92
downgrade of the rating on the Senior Secured Notes in connection therewith, as set forth more fully in the note purchase
agreement.
The Senior Secured Notes were issued pursuant to a note purchase agreement, which contains certain customary negative
covenants and requirements relating to the collateral and our company, ReadyCap Holdings, and the SSN Guarantors,
including maintenance of minimum liquidity, minimum tangible net worth, maximum debt to net worth ratio and
limitations on transactions with affiliates.
Ready Term Holdings, LLC (“Ready Term Holdings”) term loan due 2029.
On April 12, 2024, Ready Term Holdings,
an indirect subsidiary of the Company, entered into a credit agreement which provides for a delayed draw term loan to
the Company in an aggregate principal amount not to exceed
$115.25 million
(the “Term Loan”). The Term Loan is fully
and unconditionally guaranteed by the Company and other direct or indirect subsidiaries of the Company from time to
time that pledge collateral to secure the Term Loan (collectively, the “Term Loan Guarantors”).
Ready Term Holdings’ and the Term Loan Guarantors’ respective obligations under the Term Loan are secured by a
perfected first-priority lien on certain capital stock and assets (collectively, the “Term Loan Collateral”) owned by
certain subsidiaries of the Company.
The Term Loan matures on April 12, 2029, and may be drawn at any time on or prior to January 12, 2025, subject to the
satisfaction of customary conditions. The Company borrowed
$75.0 million
in connection with the initial closing of the
Term Loan. On August 19, 2024, the Company borrowed an additional
$20.0 million.
The Term Loan bears interest on
the outstanding principal amount thereof at a rate equal to (a) SOFR plus
5.50%
per annum or (b) base rate plus
4.50%
per annum; provided that if at any time the Term Loan is rated below investment grade, the interest rate shall increase to
(x) SOFR plus
6.50%
per annum or (y) base rate plus
5.50%
per annum until the rating is no longer below investment
grade. In connection with the entry into the credit agreement, the Company also agreed to pay certain upfront fees on the
initial borrowing date. The Company will also pay, with respect to any unused portion of the Term Loan, a commitment
fee of
1.00%
per annum.
The Term Loan was issued pursuant to a credit agreement, which contains certain customary representations and
warranties and affirmative and negative covenants and requirements relating to the collateral and our Company, Ready
Term Holdings, and the Term Loan Guarantors, including maintenance of a minimum asset coverage ratio.
Corporate debt.
We issue
senior unsecured notes in public and private transactions. The notes are governed by a base indenture and
supplemental indentures. Often, the notes are redeemable by us following a non-call period, through the payment of the
outstanding principal balance plus a “make-whole” or other premium that typically decreases the closer the notes are to
maturity.
We are often
required to offer to repurchase the notes, in some cases at
101%
of the principal balance of the
notes, in the event of a change in control or fundamental change pertaining to our company, as defined in the applicable
supplemental indentures. The notes rank equal in right of payment to any of
our
existing and future unsecured and
unsubordinated indebtedness; effectively junior in right of payment to any of
our
existing and future secured
indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and
future indebtedness, other liabilities (including trade payables) and (to the extent not held by us) preferred stock, if any,
of our subsidiaries. The supplemental indentures governing the notes often contain customary negative covenants and
financial covenants relating to maintenance of minimum liquidity, minimum tangible net worth, maximum debt to net
worth ratio and limitations on transactions with affiliates.
In addition, in connection with the Broadmark Merger, RCC Merger Sub, a wholly owned subsidiary of the operating
partnership, assumed Broadmark’s obligations on certain senior unsecured notes. The note purchase agreement
governing these notes contains financial covenants that require compliance with leverage and coverage ratios and
maintenance of minimum tangible net worth, as well as other customary affirmative and negative covenants.
The Debt ATM Agreement
On May 20, 2021, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B.
Riley Securities, Inc. (the “Agent”), pursuant to which it may offer and sell, from time to time, up to
$100.0 million
of
the
6.20%
2026 Notes and the
5.75%
2026 Notes. Sales of the
6.20%
2026 Notes and the
5.75%
2026 Notes pursuant to
93
the Sales Agreement, if any, may be made in transactions that are deemed to be “at the market offerings” as defined in
Rule 415 under the Securities Act (the “Debt ATM Program”). The Agent is not required to sell any specific number of
the notes, but the Agent will make all sales using commercially reasonable efforts consistent with its normal trading and
sales practices on mutually agreed terms between the Agent and the Company.
No such sales through the Debt ATM
Program were made during the
years
ended
December 31, 2024
or
December 31, 2023
, respectively.
Securitization transactions
Our Manager’s extensive experience in loan acquisition, origination, servicing and securitization strategies has enabled
us to complete several securitizations of LMM and SBA loan assets since January 2011. These securitizations allow us
to match fund the LMM and SBA loans on a long-term, non-recourse basis. The assets pledged as collateral for these
securitizations were contributed from our portfolio of assets. By contributing these LMM and SBA assets to the various
securitizations, these transactions created capacity for us to fund other investments.
The table below presents information on the securitization structures and related issued tranches of notes to investors.
|
(in millions)
|
Collateral Asset Class
|
Issuance
|
Active / Collapsed
|
Bonds Issued
|
|
Trusts (Firm sponsored)
|
||||
|
Waterfall Victoria Mortgage Trust 2011-1 (SBC1)
|
LMM Acquired loans
|
February 2011
|
Collapsed
|
$
40.5
|
|
Waterfall Victoria Mortgage Trust 2011-3 (SBC3)
|
LMM Acquired loans
|
October 2011
|
Collapsed
|
143.4
|
|
Sutherland Commercial Mortgage Trust 2015-4 (SBC4)
|
LMM Acquired loans
|
August 2015
|
Collapsed
|
125.4
|
|
Sutherland Commercial Mortgage Trust 2018 (SBC7)
|
LMM Acquired loans
|
November 2018
|
Collapsed
|
217.0
|
|
ReadyCap Lending Small Business Trust 2015-1 (RCLT 2015-1)
|
Acquired SBA 7(a) loans
|
June 2015
|
Collapsed
|
189.5
|
|
ReadyCap Lending Small Business Loan Trust 2019-2 (RCLT 2019-2)
|
Originated SBA 7(a) loans,
Acquired SBA 7(a) loans
|
December 2019
|
Active
|
131.0
|
|
ReadyCap Lending Small Business Loan Trust 2023-3 (RCLT 2023-3)
|
Originated SBA 7(a) loans,
Acquired SBA 7(a) loans
|
July 2023
|
Active
|
132.0
|
|
Real Estate Mortgage Investment Conduits (REMICs)
|
||||
|
ReadyCap Commercial Mortgage Trust 2014-1 (RCMT 2014-1)
|
LMM Originated conventional
|
September 2014
|
Collapsed
|
181.7
|
|
ReadyCap Commercial Mortgage Trust 2015-2 (RCMT 2015-2)
|
LMM Originated conventional
|
November 2015
|
Collapsed
|
218.8
|
|
ReadyCap Commercial Mortgage Trust 2016-3 (RCMT 2016-3)
|
LMM Originated conventional
|
November 2016
|
Active
|
162.1
|
|
ReadyCap Commercial Mortgage Trust 2018-4 (RCMT 2018-4)
|
LMM Originated conventional
|
March 2018
|
Active
|
165.0
|
|
Ready Capital Mortgage Trust 2019-5 (RCMT 2019-5)
|
LMM Originated conventional
|
January 2019
|
Active
|
355.8
|
|
Ready Capital Mortgage Trust 2019-6 (RCMT 2019-6)
|
LMM Originated conventional
|
November 2019
|
Active
|
430.7
|
|
Ready Capital Mortgage Trust 2022-7 (RCMT 2022-7)
|
LMM Originated conventional
|
April 2022
|
Active
|
276.8
|
|
Waterfall Victoria Mortgage Trust 2011-2 (SBC2)
|
LMM Acquired loans
|
March 2011
|
Collapsed
|
97.6
|
|
Sutherland Commercial Mortgage Trust 2018 (SBC6)
|
LMM Acquired loans
|
August 2017
|
Active
|
154.9
|
|
Sutherland Commercial Mortgage Trust 2019 (SBC8)
|
LMM Acquired loans
|
June 2019
|
Active
|
306.5
|
|
Sutherland Commercial Mortgage Trust 2020 (SBC9)
|
LMM Acquired loans
|
June 2020
|
Collapsed
|
203.6
|
|
Sutherland Commercial Mortgage Trust 2021 (SBC10)
|
LMM Acquired loans
|
May 2021
|
Active
|
232.6
|
|
Collateralized Loan Obligations (CLOs)
|
||||
|
Ready Capital Mortgage Financing 2017– FL1
|
LMM Originated bridge
|
August 2017
|
Collapsed
|
198.8
|
|
Ready Capital Mortgage Financing 2018 – FL2
|
LMM Originated bridge
|
June 2018
|
Collapsed
|
217.1
|
|
Ready Capital Mortgage Financing 2019 – FL3
|
LMM Originated bridge
|
April 2019
|
Collapsed
|
320.2
|
|
Ready Capital Mortgage Financing 2020 – FL4
|
LMM Originated bridge
|
June 2020
|
Collapsed
|
405.3
|
|
Ready Capital Mortgage Financing 2021 – FL5
|
LMM Originated bridge
|
March 2021
|
Active
|
628.9
|
|
Ready Capital Mortgage Financing 2021 – FL6
|
LMM Originated bridge
|
August 2021
|
Active
|
652.5
|
|
Ready Capital Mortgage Financing 2021 – FL7
|
LMM Originated bridge
|
November 2021
|
Active
|
927.2
|
|
Ready Capital Mortgage Financing 2022 – FL8
|
LMM Originated bridge
|
March 2022
|
Active
|
1,135.0
|
|
Ready Capital Mortgage Financing 2022 – FL9
|
LMM Originated bridge
|
June 2022
|
Active
|
754.2
|
|
Ready Capital Mortgage Financing 2022 – FL10
|
LMM Originated bridge
|
October 2022
|
Active
|
860.1
|
|
Ready Capital Mortgage Financing 2023 – FL11
|
LMM Originated bridge
|
February 2023
|
Active
|
586.0
|
|
Ready Capital Mortgage Financing 2023 – FL12
|
LMM Originated bridge
|
June 2023
|
Active
|
648.6
|
|
Trusts (Non-firm sponsored)
|
||||
|
Freddie Mac Small Balance Mortgage Trust 2016-SB11
|
Originated agency multi-family
|
January 2016
|
Active
|
110.0
|
|
Freddie Mac Small Balance Mortgage Trust 2016-SB18
|
Originated agency multi-family
|
July 2016
|
Active
|
118.0
|
|
Freddie Mac Small Balance Mortgage Trust 2017-SB33
|
Originated agency multi-family
|
June 2017
|
Active
|
197.9
|
|
Freddie Mac Small Balance Mortgage Trust 2018-SB45
|
Originated agency multi-family
|
January 2018
|
Active
|
362.0
|
|
Freddie Mac Small Balance Mortgage Trust 2018-SB52
|
Originated agency multi-family
|
September 2018
|
Active
|
505.0
|
|
Freddie Mac Small Balance Mortgage Trust 2018-SB56
|
Originated agency multi-family
|
December 2018
|
Active
|
507.3
|
|
Key Commercial Mortgage Trust 2020-S3
(1)
|
LMM Originated conventional
|
September 2020
|
Active
|
263.2
|
(1)
Contributed
portion of assets into
trust
94
We used the proceeds from the sale of the tranches issued to purchase and originate LMM and
SBL
loans
. We are the
primary beneficiary of all firm sponsored securitizations; therefore they are consolidated in our financial statements.
Contractual Obligations and Off-Balance Sheet Arrangements
The table below
provides
a summary of our contractual obligations.
|
December 31, 2024
|
|||||||||
|
(in thousands)
|
Total
|
< 1 year
|
1 to 3 years
|
3 to 5 years
|
> 5 years
|
||||
|
Borrowings under credit facilities
|
$
317,045
|
$
286,532
|
$
30,513
|
$
—
|
$
—
|
||||
|
Borrowings under repurchase agreements
|
1,718,131
|
623,538
|
1,094,593
|
—
|
—
|
||||
|
Guaranteed loan financing
|
691,118
|
226
|
7,181
|
17,565
|
666,146
|
||||
|
Senior secured notes
|
445,000
|
—
|
350,000
|
95,000
|
—
|
||||
|
Corporate debt
|
907,134
|
120,000
|
510,884
|
240,000
|
36,250
|
||||
|
Loan funding commitments
|
473,404
|
236,702
|
236,702
|
—
|
—
|
||||
|
Future operating lease commitments
|
20,699
|
6,768
|
7,140
|
3,893
|
2,898
|
||||
|
Total
|
$
4,572,531
|
$
1,273,766
|
$
2,237,013
|
$
356,458
|
$
705,294
|
||||
The table above does not include amounts due under our management agreement or derivative agreements as those
contracts do not have fixed and determinable payments.
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with GAAP, which requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. We believe that all of the
decisions and assessments upon which our consolidated financial statements are based were reasonable at the time made,
based upon information available to us at that time. The following discussion describes the critical accounting estimates
that apply to our operations and require complex management judgment. This summary should be read in conjunction
with our accounting policies and use of estimates included in “Notes to Consolidated Financial Statements, Note 3 –
Summary of Significant Accounting Policies” included in Item 8, “Financial Statements and Supplementary Data,” in the
Company’s
Form 10-K.
Allowance for credit losses
The allowance for credit losses consists of the allowance for losses on loans and lending commitments accounted for at
amortized cost. Such loans and lending commitments are reviewed quarterly considering credit quality indicators,
including probable and historical losses, collateral values, LTV ratio and economic conditions. The allowance for credit
losses increases through provisions charged to earnings and reduced by charge-offs, net of recoveries.
We utilize loan loss forecasting models for estimating expected life-time credit losses, at the individual loan level, for its
loan portfolio. The Current Expected Credit Loss (“CECL”) forecasting methods used by the Company include (i) a
probability of default and loss given default method using underlying third-party CMBS/CRE loan database with
historical loan losses and (ii) probability weighted expected cash flow method, depending on the type of loan and the
availability of relevant historical market loan loss data. We might use other acceptable alternative approaches in the
future depending on, among other factors, the type of loan, underlying collateral, and availability of relevant historical
market loan loss data.
We estimate the CECL expected credit losses for our loan portfolio at the individual loan level. Significant inputs to our
forecasting methods include (i) key loan-specific inputs such as LTV, vintage year, loan-term, underlying property type,
occupancy, geographic location, and others, and (ii) a macro-economic forecast. These estimates may change in future
periods based on available future macro-economic data and might result in a material change in our future estimates of
expected credit losses for its loan portfolio.
In certain instances, we consider relevant loan-specific qualitative factors to certain loans to estimate its CECL expected
credit losses. We consider loan investments that are both (i) expected to be substantially repaid through the operation or
sale of the underlying collateral, and (ii) for which the borrower is experiencing financial difficulty, to be “collateral-
dependent” loans. For such loans that we determine that foreclosure of the collateral is probable, we measure the
95
expected losses based on the difference between the fair value of the collateral (less costs to sell the asset if repayment is
expected through the sale of the collateral) and the amortized cost basis of the loan as of the measurement date. For
collateral-dependent loans that we determine foreclosure is not probable, we apply a practical expedient to estimate
expected losses using the difference between the collateral’s fair value (less costs to sell the asset if repayment is
expected through the sale of the collateral) and the amortized cost basis of the loan.
While we have a formal methodology to determine the adequate and appropriate level of the allowance for credit losses,
estimates of inherent loan losses involve judgment and assumptions as to various factors, including current economic
conditions. Our determination of adequacy of the allowance for credit losses is based on quarterly evaluations of the
above factors. Accordingly, the provision for loan losses will vary from period to period based on management's ongoing
assessment of the adequacy of the allowance for credit losses.
Significant judgment is required when evaluating loans for impairment; therefore, actual results over time could be
materially different. Refer to “Notes to Consolidated Financial Statements, Note 6 – Loans and Allowance for Credit
Losses” included in
I
tem 8, “Financial Statements and Supplementary Data,” in this Form 10-K
for results of our loan
impairment evaluation
.
Valuation of financial assets and liabilities carried at fair value
We measure our MBS, derivative assets and liabilities, and any assets or liabilities where we have elected the fair value
option at fair value, including certain loans we have originated that are expected to be sold to third parties or securitized
in the near term.
We have established valuation processes and procedures designed so that fair value measurements are appropriate and
reliable, that they are based on observable inputs where possible, that the valuation approaches are consistently applied,
and the assumptions and inputs are reasonable. We also have established processes to provide that the valuation
methodologies, techniques and approaches for investments that are categorized within Level 3 of the ASC 820
Fair
Value Measurement
fair value hierarchy (the “fair value hierarchy”) are fair, consistent and verifiable. Our processes
provide a framework that ensures the oversight of our fair value methodologies, techniques, validation procedures, and
results.
When actively quoted observable prices are not available, we either use implied pricing from similar assets and liabilities
or valuation models based on net present values of estimated future cash flows, adjusted as appropriate for liquidity,
credit, market and/or other risk factors. Refer to “Notes to Consolidated Financial Statements, Note 7 – Fair Value
Measurements” included in Item 8, “Financial Statements and Supplementary Data,” in
this
Form 10-K for a more
complete discussion of our critical accounting estimates as they pertain to fair value measurements.
Servicing rights impairment
Servicing rights, at amortized cost, are initially recorded at fair value and subsequently carried at amortized cost.
For purposes of testing our servicing rights, carried at amortized cost, for impairment, we first determine whether facts
and circumstances exist that would suggest the carrying value of the servicing asset is not recoverable. If so, we then
compare the net present value of servicing cash flow with its carrying value. The estimated net present value of servicing
cash flows of the intangibles is determined using discounted cash flow modeling techniques which require management
to make estimates regarding future net servicing cash flows, taking into consideration historical and forecasted loan
prepayment rates, delinquency rates and anticipated maturity defaults. If the carrying value of the servicing rights
exceeds the net present value of servicing cash flows, the servicing rights are considered impaired and an impairment
loss is recognized in earnings for the amount by which carrying value exceeds the net present value of servicing cash
flows. We monitor the actual performance of our servicing rights by regularly comparing actual cash flow, credit, and
prepayment experience to modeled estimates.
Significant judgment is required when evaluating servicing rights for impairment therefore, actual results over time
could be materially different. Refer to “Notes to Consolidated Financial Statements, Note 8 – Servicing Rights” included
in
Item 8, “Financial Statements and Supplementary Data,” in this Form 10-K
for a more complete discussion of our
critical accounting estimates as they pertain to servicing rights impairment.
96
Refer to “Notes to Consolidated Financial Statements, Note 4– Recent Accounting Pronouncements” included in Item 8,
“Financial Statements and Supplementary Data,” in
this
Form 10-K for a discussion of recent accounting developments
and the expected impact to the Company.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we enter into transactions in various financial instruments that expose us to various
types of risk, both on and off-balance sheet, which are associated with such financial instruments and markets for which
we invest. These financial instruments expose us to varying degrees of market risk, credit risk, interest rate risk, liquidity
risk, off-balance sheet risk and prepayment risk. Many of these risks have been augmented due to the continuing
economic disruptions caused by inflationary pressures, rising energy costs, heightened geopolitical tensions, and the
impact of pandemics and epidemics which remain uncertain and difficult to predict. We continue to monitor the impact
and effect of these risks in our operations.
Market risk.
Market risk is the potential adverse changes in the values of the financial instrument due to unfavorable
changes in the level or volatility of interest rates, foreign currency exchange rates, or market values of the underlying
financial instruments. We attempt to mitigate our exposure to market risk by entering into offsetting transactions, which
may include purchase or sale of interest-bearing securities and equity securities.
Credit risk.
We are subject to credit risk in connection with our investments in LMM loans and LMM ABS and other
target assets we may acquire in the future. The credit risk related to these investments pertains to the ability and
willingness of the borrowers to pay, which is assessed before credit is granted or renewed and periodically reviewed
throughout the loan or security term. We believe that loan credit quality is primarily determined by the borrowers’ credit
profiles and loan characteristics. We seek to mitigate this risk by seeking to acquire assets at appropriate prices given
anticipated and unanticipated losses and by deploying a value-driven approach to underwriting and diligence, consistent
with our historical investment strategy, with a focus on projected cash flows and potential risks to cash flow. We further
mitigate our risk of potential losses while managing and servicing our loans by performing various workout and loss
mitigation strategies with delinquent borrowers. Nevertheless, unanticipated credit losses could occur which could
adversely impact operating results.
Interest rate risk.
Interest rates are highly sensitive to many factors, including governmental monetary and tax policies,
domestic and international economic and political considerations and other factors beyond our control.
Our operating results will depend, in part, on differences between the income from our investments and our financing
costs. Our debt financing is based on a floating rate of interest calculated on a fixed spread over the relevant index,
subject to a floor, as determined by the particular financing arrangement. The general impact of changing interest rates is
discussed above under “— Factors Impacting Operating Results — Changes in Market Interest Rates.” In the event of a
significant rising interest rate environment and/or economic downturn, defaults could increase and result in credit losses
to us, which could materially and adversely affect our business, financial condition, liquidity, results of operations and
prospects. Furthermore, such defaults could have an adverse effect on the spread between our interest-earning assets and
interest-bearing liabilities.
Additionally, non-performing LMM loans are not as interest rate sensitive as performing loans, as earnings on non-
performing loans are often generated from restructuring the assets through loss mitigation strategies and
opportunistically disposing of them. Because non-performing LMM loans are short-term assets, the discount rates used
for valuation are based on short-term market interest rates, which may not move in tandem with long-term market
interest rates.
97
The table below projects the impact on our interest income and expense for the twelve-month period following
December 31, 2024
, assuming an immediate increase or decrease of 25, 50, 75, and 100 basis points in interest rates.
|
12-month pretax net interest income sensitivity profiles
|
|||||||||||||||
|
Instantaneous change in rates
|
|||||||||||||||
|
(in thousands)
|
25 basis
point
increase
|
50 basis
point
increase
|
75 basis
point
increase
|
100 basis
point
increase
|
25 basis
point
decrease
|
50 basis
point
decrease
|
75 basis
point
decrease
|
100 basis
point
decrease
|
|||||||
|
Assets:
|
|||||||||||||||
|
Loans
|
$
15,516
|
$
31,118
|
$
46,739
|
$
62,374
|
$
(15,421)
|
$
(29,447)
|
$
(42,640)
|
$
(55,666)
|
|||||||
|
Interest rate swap hedges
|
1,058
|
2,116
|
3,174
|
4,232
|
(1,058)
|
(2,116)
|
(3,174)
|
(4,232)
|
|||||||
|
Total
|
$
16,574
|
$
33,234
|
$
49,913
|
$
66,606
|
$
(16,479)
|
$
(31,563)
|
$
(45,814)
|
$
(59,898)
|
|||||||
|
Liabilities:
|
|||||||||||||||
|
Secured borrowings
|
(4,408)
|
(8,816)
|
(13,224)
|
(17,632)
|
4,408
|
8,816
|
13,224
|
17,632
|
|||||||
|
Securitized debt obligations
|
(7,431)
|
(14,862)
|
(22,293)
|
(29,724)
|
7,431
|
14,862
|
22,293
|
29,724
|
|||||||
|
Senior secured notes and corporate debt
|
(328)
|
(656)
|
(984)
|
(1,313)
|
328
|
656
|
984
|
1,313
|
|||||||
|
Total
|
$
(12,167)
|
$
(24,334)
|
$
(36,501)
|
$
(48,669)
|
$
12,167
|
$
24,334
|
$
36,501
|
$
48,669
|
|||||||
|
Total Net Impact to Net Interest Income
(Expense)
|
$
4,407
|
$
8,900
|
$
13,412
|
$
17,937
|
$
(4,312)
|
$
(7,229)
|
$
(9,313)
|
$
(11,229)
|
|||||||
Such hypothetical impact of interest rates on our variable rate debt does not consider the effect of any change in overall
economic activity that could occur in a rising interest rate environment. Further, in the event of such a change in interest
rates, we may take actions to further mitigate our exposure to such a change. However, due to the uncertainty of the
specific actions that would be taken and their possible effects, this analysis assumes no changes in our financial
structure.
Liquidity risk.
Liquidity risk arises in our investments and the general financing of our investing activities. It includes
the risk of not being able to fund acquisition and origination activities at settlement dates and/or liquidate positions in a
timely manner at a reasonable price, in addition to potential increases in collateral requirements during times of
heightened market volatility. It also includes risk stemming from PIK interest loans and loan modifications we may grant
to borrowers which are intended to minimize our economic loss and to avoid foreclosure or repossession of collateral.
Such modifications may include interest rate reductions, principal forgiveness, term extensions, and other-than-
insignificant payment delay, which may impact our ability to meet potential cash requirements and make us more reliant
on financing strategies. Additionally, i
f
we were forced to dispose of an illiquid investment at an inopportune time
,
we
might be forced to do so at a substantial discount to the market value, resulting in a realized loss. We attempt to mitigate
our liquidity risk by regularly monitoring the liquidity of our investments in LMM loans, ABS and other financial
instruments. Factors such as our expected exit strategy for, the bid to offer spread of, and the number of broker dealers
making an active market in a particular strategy and the availability of long-term funding, are considered in analyzing
liquidity risk. To reduce any perceived disparity between the liquidity and the terms of the debt instruments in which we
invest, we attempt to minimize our reliance on short-term financing arrangements. While we may finance certain
investments in security positions using traditional margin arrangements and reverse repurchase agreements, other
financial instruments such as collateralized debt obligations, and other longer-term financing vehicles may be utilized to
provide us with sources of long-term financing.
Prepayment risk.
Prepayment risk is the risk that principal will be repaid at a different rate than anticipated, causing the
return on certain investments to be less than expected. As we receive prepayments of principal on our assets, any
premiums paid on such assets are amortized against interest income. In general, an increase in prepayment rates
accelerates the amortization of purchase premiums, thereby reducing the interest income earned on the assets.
Conversely, discounts on such assets are accreted into interest income. In general, an increase in prepayment rates
accelerates the accretion of purchase discounts, thereby increasing the interest income earned on the assets.
LMM loan and ABS extension risk.
Our Manager computes the projected weighted-average life of our assets based on
assumptions regarding the rate at which the borrowers will prepay the mortgages or extend. If prepayment rates decrease
in a rising interest rate environment or extension options are exercised, the life of the fixed-rate assets could extend
beyond the term of the secured debt agreements. This could have a negative impact on our results of operations. In some
situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses.
98
Real estate risk.
The market values of commercial assets are subject to volatility and may be affected adversely by a
number of factors, including, but not limited to, national, regional and local economic conditions (which may be
adversely affected by industry slowdowns and other factors); local real estate conditions (such as an oversupply of
housing, retail, industrial, office or other commercial space); changes or continued weakness in specific industry
segments; construction quality, construction cost, age and design; demographic factors; and retroactive changes to
building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential
proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses.
Fair value risk.
The estimated fair value of our investments fluctuates primarily due to changes in interest rates.
Generally, in a rising interest rate environment, the estimated fair value of the fixed-rate investments would be expected
to decrease; conversely, in a decreasing interest rate environment, the estimated fair value of the fixed-rate investments
would be expected to increase. As market volatility increases or liquidity decreases, the fair value of our assets recorded
and/or disclosed may be adversely impacted. Our economic exposure is generally limited to our net investment position
as we seek to fund fixed rate investments with fixed rate financing or variable rate financing hedged with interest rate
swaps.
Counterparty risk.
We finance the acquisition of a significant portion of our commercial mortgage loans, MBS and other
assets with our repurchase agreements, credit facilities, and other financing agreements. In connection with these
financing arrangements, we pledge our mortgage loans and securities as collateral to secure the borrowings. The amount
of collateral pledged will typically exceed the amount of the borrowings (i.e. the haircut) such that the borrowings will
be over-collateralized. As a result, we are exposed to the counterparty if, during the term of the financing, a lender
should default on its obligation and we are not able to recover our pledged assets. The amount of this exposure is the
difference between the amount loaned to us plus interest due to the counterparty and the fair value of the collateral
pledged by us to the lender including accrued interest receivable on such collateral.
We are exposed to changing interest rates and market conditions, which affects cash flows associated with borrowings.
We enter into derivative instruments, such as interest rate swaps, to mitigate these risks. Interest rate swaps are used to
mitigate the exposure to changes in interest rates and involve the receipt of variable-rate interest amounts from a
counterparty in exchange for us making payments based on a fixed interest rate over the life of the swap contract.
Certain of our subsidiaries have entered into over-the-counter (“OTC”) interest rate swap agreements to hedge risks
associated with movements in interest rates. Because certain interest rate swaps were not cleared through a central
counterparty, we remain exposed to the counterparty's ability to perform its obligations under each such swap and cannot
look to the creditworthiness of a central counterparty for performance. As a result, if an OTC swap counterparty cannot
perform under the terms of an interest rate swap, our subsidiary would not receive payments due under that agreement,
we may lose any unrealized gain associated with the interest rate swap and the hedged liability would cease to be hedged
by the interest rate swap. While we would seek to terminate the relevant OTC swap transaction and may have a claim
against the defaulting counterparty for any losses, including unrealized gains, there is no assurance that we would be able
to recover such amounts or to replace the relevant swap on economically viable terms or at all. In such case, we could be
forced to cover our unhedged liabilities at the then current market price. We may also be at risk for any collateral we
have pledged to secure our obligations under the OTC interest rate swap if the counterparty becomes insolvent or files
for bankruptcy. Therefore, upon a default by an interest rate swap agreement counterparty, the interest rate swap would
no longer mitigate the impact of changes in interest rates as intended.
The table below presents information with respect to any counterparty for repurchase agreements for which our
Company had greater than 5% of stockholders’ equity at risk in the aggregate.
|
December 31, 2024
|
|||||||
|
(in thousands)
|
Counterparty
Rating
|
Amount of Risk
|
Weighted Average Months
to Maturity for Agreement
|
Percentage of Stockholders’
Equity
|
|||
|
JPMorgan Chase Bank, N.A.
|
AA-/Aa2
|
$
526,490
|
19
|
27.2
%
|
|||
|
Morgan Stanley Bank, N.A.
|
A+/Aa3
|
$
125,979
|
5
|
6.5
%
|
|||
In the table above,
99
•
The counterparty ratings presented are the long-term issuer credit rating as rated by S&P and Moody’s,
respectively.
•
The amount at risk reflects the difference between the amount loaned through repurchase agreements, including
interest payable, and the cash and fair value of the assets pledged as collateral, including accrued interest
receivable.
Capital market risk.
We are exposed to risks related to the equity capital markets, and our related ability to raise capital
through the issuance of our common stock or other equity instruments. We are also exposed to risks related to the debt
capital markets, and our related ability to finance our business through borrowings under repurchase obligations or other
financing arrangements. As a REIT, we are required to distribute a significant portion of our taxable income annually,
which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital
to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our
decisions on the amount, timing, and terms of capital we raise
.
Off-balance sheet risk.
Off-balance sheet risk refers to situations where the maximum potential loss resulting from
changes in the level or volatility of interest rates, foreign currency exchange rates or market values of the underlying
financial instruments may result in changes in the value of a particular financial instrument in excess of the reported
amounts of such assets and liabilities currently reflected in the accompanying consolidated balance sheets.
Inflation risk.
Most of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other
factors influence our performance significantly more than inflation does. Changes in interest rates may, but do not
necessarily, correlate with inflation rates and/or changes in inflation rates. Refer to “Quantitative and Qualitative
Disclosures About Market Risk – Interest Rate Risk” in this
Form 10-K
for a discussion on interest rate sensitivity.
100
Item 8. Financial Statements and Supplementary Data
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID
|
101
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Ready Capital Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Ready Capital Corporation and subsidiaries (the
"Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive
income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the
related notes and the schedule listed in the Index at Item 8 (collectively referred to as the "financial statements"). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria
established in
Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations
of the Treadway Commission and our report dated March 3, 2025, expressed an unqualified opinion on the Company's
internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Allowance for loan losses - Refer to Notes 3 and 6 to the financial statements
Critical Audit Matter Description
The allowance for loan losses is intended to provide for credit losses of loans within the loans held-for-investment
portfolio and is reviewed quarterly for adequacy considering credit quality indicators, including probable and historical
losses, collateral values, loan-to-value ratio and economic conditions. The allowance for loan losses is increased through
provisions for loan losses charged to earnings and reduced by charge-offs, net of recoveries. For loans that do not share
similar risk characteristics with the remainder of the portfolio, the Company evaluates the allowance for loan losses on
an individual basis, and not as part of the pool. In addition, the Company considers loan investments to be “collateral-
dependent” loans if they are both (i) expected to be substantially repaid through the operation or sale of the underlying
collateral, and (ii) for which the borrower is experiencing financial difficulty.
102
Significant inputs to the Company’s forecasting methods include loan-to-value, vintage year, loan-term, underlying
property type, occupancy, geographic location, and others. Significant judgments are required in determining the
allowance, including making assumptions regarding the ongoing performance of the loan, and the value of the
underlying collateral.
Given the judgment necessary to estimate internal and external factors that may affect collectability of these loans,
auditing the estimated allowance for loan losses involved especially complex and subjective judgment, including the
need to involve our specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s the allowance for loan losses, including procedures around the fair value
of collateral included the following, among others:
•
We tested the effectiveness of controls over the allowance for loan losses, including management’s controls
over the monitoring of loan performance, and the value of the underlying collateral.
•
With the assistance of our fair value specialists, we evaluated the reasonableness of the underlying collateral
values for consistency with external data from other sources.
•
We tested the significant inputs into the forecast methods, including loan performance, to determine whether the
information used was relevant, accurate and complete. We also tested the mathematical accuracy of the
calculation.
/s/
DELOITTE & TOUCHE LLP
March 3, 2025
We have served as the Company's auditor since 2012.
103
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Ready Capital Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Ready Capital Corporation and subsidiaries (the
“Company”) as of December 31, 2024, based on criteria established in
Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2024, based on criteria established in
Internal Control — Integrated Framework (2013)
issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the
Company and our report dated March 3, 2025, expressed an unqualified opinion on those consolidated financial
statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ DELOITTE & TOUCHE LLP
New York, New York
March 3, 2025
104
READY CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
|
(in thousands)
|
December 31, 2024
|
December 31, 2023
|
|
|
Assets
|
|||
|
Cash and cash equivalents
|
$
|
$
|
|
|
Restricted cash
|
|
|
|
|
Loans, net (including
$
|
|
|
|
|
Loans, held for sale (including
$
allowance of
$
|
|
|
|
|
Mortgage-backed securities
|
|
|
|
|
Investment in unconsolidated joint ventures (including
$
|
|
|
|
|
Derivative instruments
|
|
|
|
|
Servicing rights
|
|
|
|
|
Real estate owned, held for sale
|
|
|
|
|
Other assets
|
|
|
|
|
Assets of consolidated VIEs
|
|
|
|
|
Assets held for sale (refer to Note
9
)
|
|
|
|
|
Total Assets
|
$
|
$
|
|
|
Liabilities
|
|||
|
Secured borrowings
|
|
|
|
|
Securitized debt obligations of consolidated VIEs, net
|
|
|
|
|
Senior secured notes, net
|
|
|
|
|
Corporate debt, net
|
|
|
|
|
Guaranteed loan financing
|
|
|
|
|
Contingent consideration
|
|
|
|
|
Derivative instruments
|
|
|
|
|
Dividends payable
|
|
|
|
|
Loan participations sold
|
|
|
|
|
Due to third parties
|
|
|
|
|
Accounts payable and other accrued liabilities
|
|
|
|
|
Liabilities held for sale (refer to Note
9
)
|
|
|
|
|
Total Liabilities
|
$
|
$
|
|
|
Preferred stock Series C, liquidation preference
$
|
|
|
|
|
Commitments & contingencies (refer to Note
24
)
|
|
|
|
|
Stockholders’ Equity
|
|||
|
Preferred stock Series E, liquidation preference
$
|
|
|
|
|
Common stock,
$
shares issued and outstanding, respectively
|
|
|
|
|
Additional paid-in capital
|
|
|
|
|
Retained earnings (deficit)
|
(
|
|
|
|
Accumulated other comprehensive loss
|
(
|
(
|
|
|
Total Ready Capital Corporation equity
|
|
|
|
|
Non-controlling interests
|
|
|
|
|
Total Stockholders’ Equity
|
$
|
$
|
|
|
Total Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity
|
$
|
$
|
See Notes To Consolidated Financial Statements
105
READY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
|
For the Year Ended December 31,
|
|||||
|
(in thousands, except share data)
|
2024
|
2023
|
2022
|
||
|
Interest income
|
$
|
$
|
$
|
||
|
Interest expense
|
(
|
(
|
(
|
||
|
Net interest income before provision for loan losses
|
$
|
$
|
$
|
||
|
Provision for loan losses
|
(
|
(
|
(
|
||
|
Net interest income after provision for loan losses
|
$
(
|
$
|
$
|
||
|
Non-interest income
|
|||||
|
Net realized gain (loss) on financial instruments and real estate owned
|
(
|
|
|
||
|
Net unrealized gain (loss) on financial instruments
|
(
|
|
|
||
|
Valuation allowance, loans held for sale
|
(
|
|
|
||
|
Servicing income, net of amortization and impairment of
$
|
|
|
|
||
|
Gain on bargain purchase
|
|
|
|
||
|
Income (loss) on unconsolidated joint ventures
|
|
(
|
|
||
|
Other income
|
|
|
|
||
|
Total non-interest income (expense)
|
$
(
|
$
|
$
|
||
|
Non-interest expense
|
|||||
|
Employee compensation and benefits
|
(
|
(
|
(
|
||
|
Allocated employee compensation and benefits from related party
|
(
|
(
|
(
|
||
|
Professional fees
|
(
|
(
|
(
|
||
|
Management fees – related party
|
(
|
(
|
(
|
||
|
Incentive fees – related party
|
|
(
|
(
|
||
|
Loan servicing expense
|
(
|
(
|
(
|
||
|
Transaction related expenses
|
(
|
(
|
(
|
||
|
Impairment on real estate
|
(
|
(
|
(
|
||
|
Other operating expenses
|
(
|
(
|
(
|
||
|
Total non-interest expense
|
$
(
|
$
(
|
$
(
|
||
|
Income (loss) from continuing operations before benefit (provision) for income taxes
|
(
|
|
|
||
|
Income tax benefit (provision)
|
|
(
|
(
|
||
|
Net income (loss) from continuing operations
|
$
(
|
$
|
$
|
||
|
Discontinued operations (refer to Note
9
)
|
|||||
|
Income (loss) from discontinued operations before benefit (provision) for income taxes
|
(
|
(
|
|
||
|
Income tax benefit (provision)
|
|
|
(
|
||
|
Net income (loss) from discontinued operations
|
$
(
|
$
(
|
$
|
||
|
Net income (loss)
|
$
(
|
$
|
$
|
||
|
Less: Dividends on preferred stock
|
|
|
|
||
|
Less: Net income attributable to non-controlling interest
|
|
|
|
||
|
Net income (loss) attributable to Ready Capital Corporation
|
$
(
|
$
|
$
|
||
|
Earnings per common share from continuing operations - basic
|
$
(
|
$
|
$
|
||
|
Earnings per common share from discontinued operations - basic
|
$
(
|
$
(
|
$
|
||
|
Total earnings per common share - basic
|
$
(
|
$
|
$
|
||
|
Earnings per common share from continuing operations - diluted
|
$
(
|
$
|
$
|
||
|
Earnings per common share from discontinued operations - diluted
|
$
(
|
$
(
|
$
|
||
|
Total earnings per common share - diluted
|
$
(
|
$
|
$
|
||
|
Weighted-average shares outstanding
|
|||||
|
Basic
|
|
|
|
||
|
Diluted
|
|
|
|
||
|
Dividends declared per share of common stock
|
$
|
$
|
$
|
||
See Notes To Consolidated Financial Statements
106
READY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
Year Ended December 31,
|
|||||
|
(in thousands)
|
2024
|
2023
|
2022
|
||
|
Net income (loss)
|
$
(
|
$
|
$
|
||
|
Other comprehensive income (loss) - net change by component:
|
|||||
|
Derivative financial instruments (cash flow hedges)
|
|
(
|
(
|
||
|
Foreign currency translation
|
(
|
|
(
|
||
|
Other comprehensive loss
|
$
(
|
$
(
|
$
(
|
||
|
Comprehensive income (loss)
|
$
(
|
$
|
$
|
||
|
Less: Comprehensive income attributable to non-controlling interests
|
|
|
|
||
|
Comprehensive income (loss) attributable to Ready Capital Corporation
|
$
(
|
$
|
$
|
||
See Notes To Consolidated Financial Statements
107
READY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
Preferred Series E
|
Common Stock
|
Additional Paid-
In Capital
|
Retained
Earnings (Deficit)
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Total Ready
Capital
Corporation
Equity
|
Non-Controlling
Interest
|
Total
Stockholders'
Equity
|
||||||||||||
|
(in thousands, except share data)
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||
|
Balance at
December 31, 2021
|
|
$
|
|
$
|
$
|
$
|
$
(
|
$
|
$
|
$
|
|||||||||
|
Dividend declared:
|
|||||||||||||||||||
|
Common Stock (
$
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
(
|
—
|
(
|
|||||||||
|
OP units
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
|||||||||
|
$
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
(
|
—
|
(
|
|||||||||
|
$
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
(
|
—
|
(
|
|||||||||
|
Distributions, net
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
|||||||||
|
Shares issued pursuant to merger transactions
|
—
|
—
|
|
|
|
—
|
—
|
|
—
|
|
|||||||||
|
OP units issued pursuant to merger transactions
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
|
|||||||||
|
Non-controlling interest acquired in merger
transaction
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
|
|||||||||
|
Retirement of OP units
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
|||||||||
|
Equity issuances
|
—
|
—
|
|
—
|
|
—
|
—
|
|
—
|
|
|||||||||
|
Offering costs
|
—
|
—
|
—
|
—
|
(
|
—
|
—
|
(
|
(
|
(
|
|||||||||
|
Equity component of 2017 convertible note issuance
|
—
|
—
|
—
|
—
|
(
|
—
|
—
|
(
|
(
|
(
|
|||||||||
|
Sale of subsidiary interest to non-controlling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
|
|||||||||
|
Stock-based compensation
|
—
|
—
|
|
—
|
|
—
|
—
|
|
—
|
|
|||||||||
|
Share repurchases
|
—
|
—
|
(
|
—
|
(
|
—
|
—
|
(
|
—
|
(
|
|||||||||
|
Reallocation of non-controlling interest
|
—
|
—
|
—
|
—
|
(
|
—
|
|
(
|
|
|
|||||||||
|
Net income
|
—
|
—
|
—
|
—
|
—
|
|
—
|
|
|
|
|||||||||
|
Other comprehensive income (loss)
|
—
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
|
(
|
|||||||||
|
Balance at
December 31, 2022
|
|
$
|
|
$
|
$
|
$
|
$
(
|
$
|
$
|
$
|
|||||||||
|
Dividend declared:
|
|||||||||||||||||||
|
Common Stock (
$
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
(
|
—
|
(
|
|||||||||
|
OP units
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
|||||||||
|
$
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
(
|
—
|
(
|
|||||||||
|
$
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
(
|
—
|
(
|
|||||||||
|
Distributions, net
|
—
|
—
|
(
|
—
|
(
|
—
|
—
|
(
|
(
|
(
|
|||||||||
|
Shares issued pursuant to merger transactions
|
—
|
—
|
|
|
|
—
|
—
|
|
—
|
|
|||||||||
|
Equity issuances
|
—
|
—
|
—
|
—
|
|
—
|
—
|
|
—
|
|
|||||||||
|
Offering costs
|
—
|
—
|
—
|
—
|
(
|
—
|
—
|
(
|
(
|
(
|
|||||||||
|
Equity component of 2017 convertible note issuance
|
—
|
—
|
—
|
—
|
(
|
—
|
—
|
(
|
(
|
(
|
|||||||||
|
Stock-based compensation
|
—
|
—
|
|
—
|
|
—
|
—
|
|
—
|
|
|||||||||
|
Conversion of OP units into common stock
|
—
|
—
|
|
—
|
|
—
|
—
|
|
(
|
|
|||||||||
|
Share repurchases
|
—
|
—
|
(
|
—
|
(
|
—
|
—
|
(
|
—
|
(
|
|||||||||
|
Reallocation of non-controlling interest
|
—
|
—
|
—
|
—
|
|
—
|
|
|
(
|
|
|||||||||
|
Net income
|
—
|
—
|
—
|
—
|
—
|
|
—
|
|
|
|
|||||||||
|
Other comprehensive loss
|
—
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
(
|
(
|
|||||||||
|
Balance at
December 31, 2023
|
|
$
|
|
$
|
$
|
$
|
$
(
|
$
|
$
|
$
|
|||||||||
|
Dividend declared:
|
|||||||||||||||||||
|
Common Stock (
$
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
(
|
—
|
(
|
|||||||||
|
OP units
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
|||||||||
|
$
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
(
|
—
|
(
|
|||||||||
|
$
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
(
|
—
|
(
|
|||||||||
|
Contributions, net
|
—
|
—
|
(
|
—
|
(
|
—
|
—
|
(
|
|
|
|||||||||
|
Stock-based compensation
|
—
|
—
|
|
—
|
|
—
|
—
|
|
—
|
|
|||||||||
|
Conversion of OP units into common stock
|
—
|
—
|
|
—
|
|
—
|
—
|
|
(
|
|
|||||||||
|
Share repurchases
|
—
|
—
|
(
|
—
|
(
|
—
|
—
|
(
|
—
|
(
|
|||||||||
|
Reallocation of non-controlling interest
|
—
|
—
|
—
|
—
|
|
—
|
(
|
|
(
|
|
|||||||||
|
Net income (loss)
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
(
|
|
(
|
|||||||||
|
Other comprehensive loss
|
—
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
(
|
(
|
|||||||||
|
Balance at
December 31, 2024
|
|
$
|
|
$
|
$
|
$
(
|
$
(
|
$
|
$
|
$
|
|||||||||
See Notes To Consolidated Financial Statements
108
READY CAPITAL
CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For the Year Ended December 31,
|
|||||
|
(in thousands)
|
2024
|
2023
|
2022
|
||
|
Cash Flows From Operating Activities:
|
|||||
|
Net income (loss)
|
$
(
|
$
|
$
|
||
|
Net income (loss) from discontinued operations, net of tax
|
(
|
(
|
|
||
|
Net income (loss) from continuing operations
|
(
|
|
|
||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|||||
|
Amortization of premiums, discounts, and debt issuance costs, net
|
|
|
|
||
|
Stock-based compensation
|
|
|
|
||
|
Provision for loan losses
|
|
|
|
||
|
Impairment loss on real estate owned, held for sale
|
|
|
|
||
|
Repair and denial reserve (recovery)
|
|
(
|
(
|
||
|
Paid-in-kind accrued interest
|
(
|
(
|
|
||
|
Provision for loan losses on purchased future receivables
|
|
|
|
||
|
Loans, held for sale, net
|
|
|
|
||
|
Valuation allowance, loans held for sale
|
|
|
|
||
|
Net income (loss) of unconsolidated joint ventures, net of distributions
|
(
|
|
(
|
||
|
Realized (gains) losses, net
|
|
(
|
(
|
||
|
Unrealized (gains) losses, net
|
|
(
|
(
|
||
|
Bargain purchase gain
|
(
|
(
|
|
||
|
Changes in operating assets and liabilities:
|
|||||
|
Derivative instruments
|
|
|
|
||
|
Assets of consolidated VIEs (excluding loans, net), accrued interest and due from servicers
|
(
|
(
|
(
|
||
|
Receivable from third parties
|
|
(
|
|
||
|
Other assets
|
(
|
(
|
(
|
||
|
Accounts payable and other accrued liabilities
|
(
|
|
(
|
||
|
Net cash provided by operating activities from continuing operations
|
$
|
$
|
$
|
||
|
Net cash provided by (used for) operating activities from discontinued operations
|
(
|
(
|
|
||
|
Net cash provided by operating activities
|
$
|
$
|
$
|
||
|
Cash Flows From Investing Activities:
|
|||||
|
Origination of loans
|
(
|
(
|
(
|
||
|
Purchase of loans
|
|
|
(
|
||
|
Proceeds from disposition and principal payment of loans
|
|
|
|
||
|
Funding of investments held to maturity
|
|
(
|
(
|
||
|
Proceeds from principal payments of investments held to maturity
|
|
|
|
||
|
Proceeds from sale and principal payment of mortgage-backed securities
|
|
|
|
||
|
Funding of real estate, held for sale
|
(
|
(
|
(
|
||
|
Proceeds from sale of real estate, held for sale
|
|
|
|
||
|
Investment in unconsolidated joint ventures
|
(
|
(
|
(
|
||
|
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
|
|
||
|
Payment of liabilities under participation agreements
|
(
|
(
|
(
|
||
|
Net cash provided by (used for) business acquisitions
|
(
|
|
|
||
|
Net cash provided by (used for) investing activities from continuing operations
|
$
|
$
|
$
(
|
||
|
Net cash provided by (used for) investing activities from discontinued operations
|
|
(
|
(
|
||
|
Net cash provided by (used for) investing activities
|
$
|
$
|
$
(
|
||
|
Cash Flows From Financing Activities:
|
|||||
|
Proceeds from secured borrowings
|
|
|
|
||
|
Repayment of secured borrowings
|
(
|
(
|
(
|
||
|
Repayment of the Paycheck Protection Program Liquidity Facility borrowings
|
(
|
(
|
(
|
||
|
Proceeds from issuance of securitized debt obligations of consolidated VIEs
|
|
|
|
||
|
Repayment of securitized debt obligations of consolidated VIEs
|
(
|
(
|
(
|
||
|
Proceeds from corporate debt
|
|
|
|
||
|
Proceeds from senior secured note
|
|
|
|
||
|
Repayment of convertible note
|
|
(
|
|
||
|
Repayment of guaranteed loan financing
|
(
|
(
|
(
|
||
|
Payment of deferred financing costs
|
(
|
(
|
(
|
||
|
Payment of contingent consideration
|
|
(
|
(
|
||
|
Proceeds from issuance of equity, net of issuance costs
|
|
|
|
||
|
Common stock repurchased
|
(
|
(
|
(
|
||
|
Settlement of share-based awards in satisfaction of withholding tax requirements
|
(
|
(
|
(
|
||
|
Dividend payments
|
(
|
(
|
(
|
||
|
Distributions, net
|
(
|
(
|
(
|
||
|
Net cash provided by (used for) financing activities from continuing operations
|
$
(
|
$
(
|
$
|
||
|
Net cash provided by (used for) financing activities from discontinued operations
|
(
|
|
(
|
||
|
Net cash provided by (used for) financing activities
|
$
(
|
$
(
|
$
|
||
|
Net decrease in cash, cash equivalents, and restricted cash including cash classified within assets
held for sale
|
(
|
(
|
(
|
||
|
Less: Net increase (decrease) in cash and cash equivalents within assets held for sale
|
|
(
|
(
|
||
|
Net decrease in cash, cash equivalents, and restricted cash
|
(
|
(
|
(
|
||
|
Cash, cash equivalents, and restricted cash beginning balance
|
|
|
|
||
|
Cash, cash equivalents, and restricted cash ending balance
|
$
|
$
|
$
|
||
See Notes To Consolidated Financial Statements
109
READY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For the Year Ended December 31,
|
|||||
|
(in thousands)
|
2024
|
2023
|
2022
|
||
|
Supplemental disclosures:
|
|||||
|
Cash paid for interest
|
$
|
$
|
$
|
||
|
Cash paid (received) for income taxes
|
$
(
|
$
|
$
|
||
|
Non-cash investing activities
|
|||||
|
Loans transferred from loans, held for sale to loans, net
|
$
|
$
|
$
|
||
|
Loans transferred from loans, net to loans, held for sale
|
$
|
$
|
$
|
||
|
Consolidation of assets in securitization trusts
|
$
|
$
|
$
|
||
|
Loans transferred to real estate owned, held for sale
|
$
|
$
|
$
|
||
|
Investments held to maturity transferred to real estate owned
|
$
|
$
|
$
|
||
|
Contingent consideration in connection with acquisitions
|
$
|
$
|
$
|
||
|
Non-cash financing activities
|
|||||
|
Shares and OP units issued in connection with merger transactions
|
$
|
$
|
$
|
||
|
Retirement of OP units
|
$
|
$
|
$
|
||
|
Consolidation of borrowings in securitization trusts
|
$
|
$
|
$
|
||
|
Conversion of OP units to common stock
|
$
|
$
|
$
|
||
|
Cash, cash equivalents, and restricted cash reconciliation
|
|||||
|
Cash and cash equivalents
|
$
|
$
|
$
|
||
|
Restricted cash
|
|
|
|
||
|
Cash, cash equivalents, and restricted cash in assets of consolidated VIEs
|
|
|
|
||
|
Cash, cash equivalents, and restricted cash ending balance
|
$
|
$
|
$
|
||
See Notes To Consolidated Financial Statements
110
READY CAPITAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Ready Capital Corporation (the “Company” or “Ready Capital” and together with its subsidiaries “we,” “us” and “our”),
is a Maryland corporation. The Company is a multi-strategy real estate finance company that originates, acquires,
finances and services lower-to-middle-market commercial real estate (“LMM”) loans, Small Business Administration
(“SBA”) loans, construction loans, USDA loans, and to a lesser extent, mortgage-backed securities (“MBS”)
collateralized primarily by LMM loans, or other real estate-related investments.
LMM loans represent a special category
of commercial loans, sharing both commercial and residential loan characteristics.
LMM loans are generally secured by
first mortgages on commercial properties, but because LMM loans are also often accompanied by collateralization of
personal assets and subordinate lien positions, aspects of residential mortgage credit analysis are utilized in the
underwriting process.
The Company is externally managed and advised by Waterfall Asset Management, LLC (“Waterfall” or the “Manager”),
an investment advisor registered with the United States Securities and Exchange Commission (“SEC”) under the
Investment Advisors Act of 1940, as amended.
Sutherland Partners, L.P. (the “operating partnership”) holds substantially all of the Company’s assets and conducts
substantially all of the Company’s business. As of
December 31, 2024
and
December 31, 2023
, the Company owned
approximately
99.5
%
and
99.2
%
of the operating partnership, respectively. The Company, as sole general partner of the
operating partnership, has responsibility and discretion in the management and control of the operating partnership, and
the limited partners of the operating partnership, in such capacity, have no authority to transact business for, or
participate in the management activities of the operating partnership. Therefore, the Company consolidates the operating
partnership.
Acquisitions
United Development Funding IV.
On November 29, 2024, the Company entered into a definitive merger agreement
with
United Development Funding IV (“UDF IV”)
, a real estate investment trust providing capital solutions to
residential real estate developers and regional homebuilders. Upon completion of the merger, the Company is expected
to have a pro forma equity capital base in excess of
$
2.2
billion
.
Under the terms of the merger agreement, UDF IV will
be permitted to distribute
up to
$
75
million
of cash on its pre-closing balance sheet to its shareholders prior to the
transaction closing (the “Pre-Closing Distribution”),
representing value distributed by UDF IV to its shareholders of up
to
$
2.44
per share. Following such distribution, as part of the merger consideration,
each common share of beneficial
interest of UDF IV (a "UDF IV share")
will then be converted into
0.416
shares (the “Exchange Ratio”) of Ready Capital
common stock, with UDF IV shareholders receiving a total of approximately
12.8
million
shares of Ready Capital
common stock. The Exchange Ratio was negotiated to reflect an adjustment for the expected Pre-Closing Distribution, as
well as other valuation adjustments. Based on Ready Capital’s closing share price on November 29, 2024, the implied
value of the Ready Capital shares expected to be issued in connection with this closing is approximately
$
94
million
or
$
3.07
per UDF IV share. At closing, UDF IV shareholders are expected to own approximately
7
%
of Ready Capital’s
outstanding shares. In addition, as part of the merger consideration, UDF IV shareholders will be entitled to
receive
after closing
. The transaction is expected to close in the first half of 2025, subject to the approval of UDF IV
shareholders and other customary closing conditions.
Funding Circle.
On July 1, 2024, the Company acquired Funding Circle
USA, Inc. (“
Funding
Circle”)
through its
subsidiary, iBusiness Funding LLC, for approximately
$
41.2
million
in cash plus the assumption of certain liabilities
(the “Funding Circle Acquisition”). Funding Circle is an online lending platform that originates and services small
business loans. The Funding Circle Acquisition integrates Funding Circle’s loan origination servicing platform with the
Company’s Lending as a Service ("LaaS") and LenderAI product offerings.
Refer to Note 5 for assets acquired and
liabilities assumed in the merger.
111
Madison One.
On June 5, 2024, the Company acquired Madison One
Capital, M1 CUSO and Madison One Lender
Services (together, “Madison One”), a leading originator and servicer of United States Department of Agriculture
(“USDA”) and SBA guaranteed loan products,
for an initial purchase price of approximately
$
32.9
million
paid
in cash
(the “Madison One Acquisition”). Approximately
$
3.6
million
of the initial
purchase
price was paid as bonuses to
certain key Madison One personnel in cash. Additional purchase price payments, including cash payments and the
issuance of shares of common stock of the Company, may be made over the
four years
following the acquisition date
contingent upon the Madison One business achieving certain performance metrics. Part of the Company’s strategy in
acquiring Madison One included the value of the anticipated synergies arising from the acquisition and the value of the
acquired assembled workforce, neither of which qualify for recognition as an intangible asset.
Refer to Note 5 for assets
acquired and liabilities assumed in the merger.
Broadmark.
On May 31, 2023, the Company, Broadmark
Realty Capital Inc.,
a Maryland corporation
(“Broadmark”),
and RCC Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the operating
partnership (“RCC Merger Sub”), completed a merger (the “Broadmark Merger”) in which Broadmark merged with and
into RCC Merger Sub, with RCC Merger Sub remaining as a wholly owned subsidiary of the operating partnership.
At the effective time of the Broadmark Merger (the “Effective Time”), each share of common stock, par value
$
0.001
per share, of Broadmark (the “Broadmark Common Stock”) issued and outstanding immediately prior to the Effective
Time (excluding any shares held by the Company, RCC Merger Sub or any of their respective subsidiaries) was
automatically cancelled and converted into the right to receive from the Company
0.47233
(the “Exchange Ratio”)
shares of its common stock, par value
$
0.0001
(“common stock”). No fractional shares of common stock were issued in
the Broadmark Merger, and the value of any fractional interests to which a former holder of Broadmark Common Stock
was otherwise entitled was paid in cash. In addition, RCC Merger Sub assumed Broadmark’s outstanding senior
unsecured notes.
Each award of performance restricted stock units (each a “Broadmark Performance RSU Award”) granted by Broadmark
under its 2019 Stock Incentive Plan (the “Broadmark Equity Plan”), as of the Effective Time, was automatically
cancelled in exchange for the right to receive a number of shares of common stock equal to the product of (i) the number
of shares of Broadmark Common Stock subject to such Broadmark Performance RSU Award based on the achievement
of the applicable performance metric measured as of immediately prior to the Effective Time and (ii) the Exchange Ratio
(rounded to the nearest whole share).
Each award of restricted stock units that was not a Broadmark Performance RSU Award granted pursuant to the
Broadmark Equity Plan (each a “Broadmark RSU Award”) was assumed by the Company and converted into an award
of restricted stock units with respect to a number of shares of common stock, equal to the product of (i) the total number
of shares of Broadmark Common Stock subject to such Broadmark RSU Award as of immediately prior to the Effective
Time and (ii) the Exchange Ratio (rounded to the nearest whole share), on the same terms and conditions as were
applicable to such Broadmark RSU Award as of immediately prior to the Effective Time.
Each holder of a warrant (whether designated as public warrants, private warrants or otherwise) representing the right to
purchase shares of Broadmark Common Stock (each a “Broadmark Warrant”) had the right to exercise such Broadmark
Warrant at any time prior to the Effective Time in exchange for Broadmark Common Stock, in accordance with, and
subject to, the terms and conditions of the agreement governing such Broadmark Warrant. Following the Effective Time,
each Broadmark Warrant that was outstanding as of the Effective Time was assumed by the Company and entitles each
holder thereof to receive, upon exercise of such assumed Broadmark Warrant, a number of shares of common stock
equal to the product of (i) the total number of shares of Broadmark Common Stock that such holder would have been
entitled to receive had such holder exercised such Broadmark Warrant immediately prior to the Effective Time and (ii)
the Exchange Ratio. The per share price under each Broadmark Warrant was adjusted by dividing the per share purchase
price under such Broadmark Warrant as of immediately prior to the Effective Time by the Exchange Ratio and rounding
down to the nearest cent.
The Broadmark Merger further diversified our business by expanding our residential and commercial construction
lending platforms. Refer to Note 5 for assets acquired and liabilities assumed in the Broadmark Merger.
REIT Status
112
The Company qualifies as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended
(the “Internal Revenue Code”), commencing with its first taxable year ended December 31, 2011. To maintain its tax
status as a REIT, the Company distributes dividends equal to at least
90
%
of its taxable income in the form of
distributions to shareholders.
The accompanying consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”)—as prescribed by the Financial Accounting
Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC.
Preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires certain
estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities as of the date of the consolidated financial statements and the reported amounts of income and expenses during
the reporting period. These estimates and assumptions are based on the best available information however, actual results
could be materially different.
The accompanying consolidated financial statements of the Company include the accounts and results of operations of
the operating partnership and other consolidated subsidiaries and variable interest entities (“VIEs”) in which the
Company is the primary beneficiary. The consolidated financial statements are prepared in accordance with ASC 810,
Consolidation
(“ASC 810”). Intercompany balances and transactions have been eliminated.
Certain amounts reported for the prior periods in the accompanying consolidated financial statements have been
The Company accounts for cash and cash equivalents in accordance with ASC 305,
Cash and Cash Equivalents
. The
Company defines cash and cash equivalents as cash, demand deposits, and short-term, highly liquid investments with
original maturities of 90 days or less when purchased. Cash and cash equivalents are exposed to concentrations of credit
risk. The Company deposits cash with institutions believed to have highly valuable and defensible business franchises,
Restricted cash represents cash held by the Company as collateral against its derivatives, borrowings under repurchase
agreements, borrowings under credit facilities and other financing agreements with counterparties, construction and
mortgage escrows, as well as cash held for remittance on loans serviced for third parties. Restricted cash is not available
for general corporate purposes but may be applied against amounts due to counterparties under existing swaps and
repurchase agreement borrowings, returned to the Company when the restriction requirements no longer exist or at the
Loans, net consists of loans, held-for-investment, net of allowance for credit losses, and loans, held at fair value.
originated by the Company that it does not intend to sell, or securitized loans that were previously originated. Certain
securitized loans remain on the Company’s balance sheet because the securitization vehicles are consolidated under ASC
810. Acquired loans are recorded at the valuation at the time of acquisition and are accounted for under ASC 310,
Receivables
(“ASC 310”).
113
The Company uses the interest method to recognize, as a constant effective yield adjustment, the difference between the
initial recorded investment in the loan and the principal amount of the loan. The calculation of the constant effective
yield necessary to apply the interest method uses the payment terms required by the loan contract, and prepayments of
principal are not anticipated to shorten the loan term.
value option has been elected. Interest is recognized as interest income in the consolidated statements of operations when
earned and deemed collectible.
Changes in fair value are recurring and are reported as net unrealized gain (loss) on
financial instruments in the consolidated statements of operations. Loans, held at fair value are classified as
Level 3
in
the fair value hierarchy.
commitments accounted for at amortized cost. Such loans and lending commitments are reviewed quarterly considering
credit quality indicators, including probable and historical losses, collateral values, loan-to-value (“LTV”) ratio and
economic conditions. The allowance for credit losses increases through provisions charged to earnings and reduced by
charge-offs, net of recoveries.
The Company utilizes loan loss forecasting models for estimating expected life-time credit losses, at the individual loan
level, for its loan portfolio. The Current Expected Credit Loss (“CECL”) forecasting methods used by the Company
include (i) a probability of default and loss given default method using underlying third-party CMBS/CRE loan
databases with historical loan losses and (ii) probability weighted expected cash flow method, depending on the type of
loan and the availability of relevant historical market loan loss data. The Company might use other acceptable alternative
approaches in the future depending on, among other factors, the type of loan, underlying collateral, and availability of
relevant historical market loan loss data.
Significant inputs to the Company’s forecasting methods include (i) key loan-specific inputs such as LTV, vintage year,
loan-term, underlying property type, occupancy, geographic location, and others, and (ii) a macro-economic forecast,
including unemployment rates, interest rates, commercial real estate prices, and others. These estimates may change in
future periods based on available future macro-economic data and might result in a material change in the Company’s
future estimates of expected credit losses for its loan portfolio.
In certain instances, the Company considers relevant loan-specific qualitative factors to certain loans to estimate its
CECL expected credit losses. The Company considers loan investments to be “collateral-dependent” loans if they are
both (i) expected to be substantially repaid through the operation or sale of the underlying collateral and (ii) for which
the borrower is experiencing financial difficulty. For such loans that the Company determines that foreclosure of the
collateral is probable, the Company measures the expected losses based on the difference between the fair value of the
collateral (less costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost
basis of the loan as of the measurement date. For collateral-dependent loans that the Company determines foreclosure is
not probable, the Company applies a practical expedient to estimate expected losses using the difference between the
collateral’s fair value (less costs to sell the asset if repayment is expected through the sale of the collateral) and the
amortized cost basis of the loan.
While the Company has a formal methodology to determine the adequate and appropriate level of the allowance for
credit losses, estimates of inherent loan losses involve judgment and assumptions as to various factors, including current
economic conditions. The Company’s determination of adequacy of the allowance for credit losses is based on quarterly
evaluations of the above factors. Accordingly, the provision for credit losses will vary from period to period based on
management’s ongoing assessment of the adequacy of the allowance for credit losses.
not be collected under the original contractual terms. At that time, interest income is no longer accrued. Non-accrual
loans consist of loans for which principal or interest has been delinquent for 90 days or more and for which specific
reserves are recorded, including purchased credit-deteriorated (“PCD”) loans. Interest income accrued, but not collected,
at the date loans are placed on non-accrual status is reversed, unless the loan is expected to be fully recoverable by the
collateral or is in the process of being collected. Interest income is subsequently recognized only to the extent it is
received in cash or until the loan qualifies for return to accrual status. However, where there is doubt regarding the
114
ultimate collectability of loan principal, all cash received is applied to reduce the carrying value of such loans. Loans are
restored to accrual status when contractually current and the collection of future payments is reasonably assured. In
certain instances, the Company may make exceptions to placing a loan on non-accrual status if the loan is in the process
of a modification. For construction loans that have been delinquent for 90 days or more, interest income may continue to
accrue if it is probable that principal and interest will be collected in full.
added to the principal balance of the loan, and is recorded as interest income over the life of the loan on the consolidated
statement of operations. The Company will generally cease accruing PIK interest if there is insufficient value to support
the accrual or management does not expect the borrower to be able to pay all principal and interest due.
To
maintain the
Company's status as a REIT, this non-cash source of income is included within the 90% of its taxable income required to
be distributed to shareholders.
circumstances may cause a borrower to experience significant financial difficulties, the Company may grant concessions
for a period of time to the borrower that it would not otherwise consider. These modified terms may include interest rate
reductions, principal forgiveness, term extensions, and other-than-insignificant payment delay intended to minimize the
Company’s economic loss and to avoid foreclosure or repossession of collateral. The Company monitors the
performance of loans modified to borrowers experiencing financial difficulty and considers loans that are 30 days past
Loans are classified as held for sale if there is an intent to sell in the near-term. These loans are recorded at the lower of
amortized cost or fair value, unless the fair value option has been elected at the time of origination or acquisition. If the
loan’s fair value is determined to be less than its amortized cost, a non-recurring fair value adjustment may be recorded
through a valuation allowance. For loans originated through the LMM Commercial Real Estate and Small Business
Lending segments, for which the fair value option has been elected, changes in fair value are recurring and are reported
as net unrealized gain (loss) on financial instruments in the consolidated statements of operations. Loans, held for sale
for which the fair value option has been elected are predominantly classified as
Level 2
in the fair value hierarchy. For
originated SBA loans, the guaranteed portion is held at fair value. Interest is recognized as interest income in the
consolidated statements of operations when earned and deemed collectible
. When loans classified as held for sale are
sold, the proceeds, less the costs to sell, in excess (or deficiency) of the net carrying value, including accrued interest, are
Paycheck Protection Program (“PPP”) loans were originated in response to the COVID-19 pandemic. The Company has
elected the fair value option for the loans originated by the Company for the first round of the program. Interest is
recognized in the consolidated statements of operations as interest income when earned and deemed collectible.
Although PPP includes a 100% guarantee from the federal government and principal forgiveness for borrowers if the
funds were used for defined purposes, changes in fair value are recurring and are reported as net unrealized gains (losses)
on financial instruments in the consolidated statements of operations.
The Company’s loan originations in the second round of the program are accounted for as loans, held-for-investment
under ASC 310. Loan origination fees and related direct loan origination costs are capitalized into the initial recorded
investment in the loan and are deferred over the loan term. The Company recognizes the difference between the initial
recorded investment and the principal amount of the loan as interest income using the effective yield method. The
effective yield is determined based on the payment terms required by the loan contract as well as with actual and
expected prepayments from loan forgiveness by the federal government.
The Company accounts for MBS as trading securities and carries them at fair value under ASC 320,
Investments-Debt
and Equity Securities
(“ASC 320”). The Company’s MBS portfolio is comprised of asset-backed securities collateralized
by interest in, or obligations backed by, pools of LMM loans, which are guaranteed by the U.S. government, such as the
Government National Mortgage Association (“Ginnie Mae”), or guaranteed by federally sponsored enterprises, such as
the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie
115
Mac”). Purchases and sales of MBS are recorded as of the trade date. MBS securities pledged as collateral against
borrowings under repurchase agreements are included in mortgage-backed securities on the consolidated balance sheets.
MBS are recorded at fair value as determined by market prices provided by independent broker dealers or other
independent valuation service providers. The fair values assigned to these investments are based upon available
information and may not reflect amounts that may be realized. The fair value adjustments on MBS are reported within
net unrealized gain (loss) on financial instruments in the consolidated statements of
operations
. Mortgage-backed
securities are classified as
Level 2
in the fair value hierarchy.
Subject to maintaining qualification as a REIT for U.S. federal income tax purposes, the Company utilizes derivative
financial instruments, comprised of interest rate swaps and FX forwards as part of its risk management strategy. The
Company accounts for derivative instruments under ASC 815,
Derivatives and Hedging
(“ASC 815”). All derivatives
are reported as either assets or liabilities in the consolidated balance sheets at the estimated fair value with the changes in
the fair value recorded in earnings unless hedge accounting is elected. As of
December 31, 2024
and
December 31,
2023
, the Company had o
ffset
$
25.4
million
and
$
34.4
million
of cash collateral payable against gross derivative asset
positions, respectively.
Interest rate swap agreements.
An interest rate swap is an agreement between two counterparties to exchange periodic
interest payments where one party to the contract makes a fixed-rate payment in exchange for a floating-rate payment
from the other party. The dollar amount each party pays is an agreed-upon periodic interest rate multiplied by a pre-
determined dollar principal (notional amount). No principal (notional amount) is exchanged between the two parties at
the trade initiation date and only interest payments are exchanged over the life of the contract. The fair value adjustments
are reported within net unrealized gain (loss) on financial instruments, while the related interest income or interest
expense are reported within net realized gain (loss) on financial instruments in the consolidated statements of operations.
Interest rate swaps are classified as
Level 2
in the fair value hierarchy.
FX forwards.
FX forwards are agreements between two counterparties to exchange a pair of currencies at a set rate on a
future date. Such contracts are used to convert the foreign currency risk to U.S. dollars to mitigate exposure to
fluctuations in FX rates. The fair value adjustments are reported within net unrealized gain (loss) on financial
instruments in the consolidated statements of operations. FX forwards are classified as
Level 2
in the fair value
hierarchy.
Hedge accounting.
As a general rule, hedge accounting is permitted where the Company is exposed to a particular risk,
such as interest rate risk, that causes changes in the fair value of an asset or liability or variability in the expected future
cash flows of an existing asset, liability, or forecasted transaction that may affect earnings.
To qualify as an accounting hedge under the hedge accounting rules (versus an economic hedge where hedge accounting
is not applied), a hedging relationship must be highly effective in offsetting the risk designated as being hedged. Cash
flow hedges are used to hedge the exposure to the variability in cash flows from forecasted transactions, including the
anticipated issuance of securitized debt obligations. ASC 815 requires that a forecasted transaction be identified as
either: 1) a single transaction, or 2) a group of individual transactions that share the same risk exposures for which they
are designated as being hedged. Hedges of forecasted transactions are considered cash flow hedges since the price is not
fixed, hence involve variability of cash flows.
For qualifying cash flow hedges, the change in the fair value of the derivative (the hedging instrument) is recorded in
other comprehensive income (loss) (“OCI”) and is reclassified out of OCI and into the consolidated statements of
operations when the hedged cash flows affect earnings. These amounts are recognized consistent with the classification
of the hedged item, primarily interest expense (for hedges of interest rate risk). If the hedge relationship is terminated,
then the value of the derivative recorded in accumulated other comprehensive income (loss) (“AOCI”) is recognized in
earnings when the cash flows that were hedged affect earnings, so long as the forecasted transaction remains probable of
occurring.
Hedge accounting is generally terminated at the debt issuance date because the Company is no longer exposed to cash
flow variability subsequent to issuance. Accumulated amounts recorded in AOCI at that date are then released to
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earnings in future periods to reflect the difference in 1) the fixed rates economically locked in at the inception of the
hedge and 2) the actual fixed rates established in the debt instrument at issuance. Because of the effects of the time value
of money, the actual interest expense reported in earnings will not equal the effective yield locked in at hedge inception
multiplied by the par value. Similarly, this hedging strategy does not actually fix the interest payments associated with
the forecasted debt issuance.
Servicing rights initially represent the fair value of expected future cash flows for performing servicing activities for
others. The fair value considers estimated future servicing fees and ancillary revenue, offset by estimated costs to service
the loans, and generally declines over time as net servicing cash flows are received, effectively amortizing the servicing
right asset against contractual servicing and ancillary fee income.
Servicing rights are recognized upon sale of loans, including a securitization of loans accounted for as a sale in
accordance with U.S. GAAP, if servicing is retained. For servicing rights, gains (losses) related to servicing rights
retained is included in net realized gain (loss) in the consolidated statements of operations.
Servicing rights are accounted for under ASC 860,
Transfers and Servicing
(“ASC 860”). A significant portion of the
Company’s multi-family servicing rights are under the Freddie Mac program.
Servicing rights are initially recorded at fair value and subsequently carried at amortized cost. Servicing rights are
amortized in proportion to and over the expected service period, or term of the loans, and are evaluated for potential
impairment quarterly.
For purposes of testing servicing rights for impairment, the Company first determines whether facts and circumstances
exist that would suggest the carrying value of the servicing asset is not recoverable. If so, the Company then compares
the net present value of servicing cash flow to its carrying value. The estimated net present value of servicing cash flows
is determined using discounted cash flow modeling techniques, which require management to make estimates regarding
future net servicing cash flows, taking into consideration historical and forecasted loan prepayment rates, delinquency
rates and anticipated maturity defaults. If the carrying value of the servicing rights exceeds the net present value of
servicing cash flows, the servicing rights are considered impaired, and an impairment loss is recognized in the
consolidated statements of operations for the amount by which carrying value exceeds the net present value of servicing
cash flows.
The Company estimates the fair value of servicing rights by determining the present value of future expected servicing
cash flows using modeling techniques that incorporate management’s best estimates of key variables including estimates
regarding future net servicing cash flows, forecasted loan prepayment rates, delinquency rates, and return requirements
commensurate with the risks involved. Cash flow assumptions are modeled using internally forecasted revenue and
expenses, and where possible, the reasonableness of assumptions is periodically validated through comparisons to
market data. Prepayment speed estimates are determined from historical prepayment rates or obtained from third-party
industry data. Return requirement assumptions are determined using data obtained from market participants, where
available, or based on current relevant interest rates plus a risk-adjusted spread. The Company also considers other
factors that can impact the value of the servicing rights, such as surety provider termination clauses and servicer
terminations that could result if the Company failed to materially comply with the covenants or conditions of its
servicing agreements and did not remedy the failure. Since many factors can affect the estimate of the fair value of
servicing rights, the Company regularly evaluates the major assumptions and modeling techniques used in its estimate
and reviews these assumptions against market comparables, if available. The Company monitors the actual performance
Real estate owned, held for sale includes purchased real estate and real estate acquired in full or partial settlement of loan
obligations, generally through foreclosure, that is being marketed for sale. Real estate owned, held for sale is recorded at
acquisition at the property’s estimated fair value less estimated costs to sell.
After acquisition, costs incurred relating to the development and improvement of property are capitalized to the extent
they do not cause the recorded value to exceed the net realizable value, whereas costs relating to holding and disposition
117
of the property are expensed as incurred. After acquisition, real estate owned, held for sale is analyzed periodically for
changes in fair values and any subsequent write down is charged through impairment.
The Company records a gain or loss from the sale of real estate when control of the property transfers to the buyer,
which generally occurs at the time of an executed deed. When the Company finances the sale of real estate to the buyer,
the Company assesses whether the buyer is committed to perform their obligations under the contract and whether the
collectability of the transaction price is probable. Once these criteria are met, the real estate is derecognized and the gain
or loss on sale is recorded upon transfer of control of the property to the buyer. In determining the gain or loss on the
sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is
present. This adjustment is based on management’s estimate of the fair value of the loan extended to the buyer to finance
the sale.
According to ASC 323,
Equity Method and Joint Ventures
, investors in unincorporated entities such as partnerships and
unincorporated joint ventures generally shall account for their investments using the equity method of accounting if the
investor has the ability to exercise significant influence over the investee. Under the equity method, the Company
recognizes its allocable share of the earnings or losses of the investment monthly in earnings and adjusts the carrying
amount for its share of the distributions that exceeds its allocable share of earnings. The fair value adjustments are
reported within income on unconsolidated joint ventures in the consolidated statements of operations. Investments in
The Company accounts for held to maturity investments under ASC 320. Such securities are accounted for at amortized
cost and reviewed on a quarterly basis to determine if an allowance for credit losses should be recorded in the
consolidated statements of operations.
The Company provides working capital advances to small businesses through the purchase of their future revenues. The
Company enters into a contract with the business whereby the Company pays the business an upfront amount in return
for a specific amount of the business’s future revenue receivables, known as payback amounts. The payback amounts are
primarily received through daily payments initiated by automated clearing house transactions.
Revenues from purchased future receivables are realized when funds are received under each contract. The allocation of
the amount received is determined by apportioning the amount received based upon the factor (discount) rate of the
business’s contract. Management believes that this methodology best reflects the effective interest method.
The CECL method the Company utilizes is an aging schedule where estimating expected life-time credit losses is
determined on the basis of how long a receivable has been outstanding. Where there is doubt regarding the ultimate
collectability, the allowance for credit losses increases through provisions recorded in the consolidated statements of
operations and reduced by charge-offs, net of recoveries. Purchased future receivables that have been delinquent for 90
days or more are considered uncollectible and subsequently charged off. While the Company has a formal methodology
to determine the adequate and appropriate level of the allowance for credit losses, estimates involve judgment and
assumptions as to various factors, including current economic conditions and inherent risk in the portfolio. The
Company’s determination of adequacy of the allowance for credit losses is based on quarterly evaluations of the above
factors. Accordingly, the provision for credit losses will vary from period to period based on management’s ongoing
The Company accounts for intangible assets under ASC 350,
Intangibles- Goodwill and Other
(“ASC 350”). T
he
Company’s intangible assets include an SBA license, capitalized software, a broker network, trade names and customer
relationships.
The Company capitalizes software costs expected to result in long-term operational benefits, such as
replacement systems or new applications that result in significantly increased operational efficiencies or functionality as
well as costs related to internally developed software expected to be sold, leased or otherwise marketed under A
SC
985-20,
Software- costs of software
to be sold, leased, or marketed
. All other costs incurred in connection with internal
use software are expensed as incurred. The Company initially records its intangible assets at cost or fair value and will
118
test for impairment if a triggering event occurs. Intangible assets are included within other assets in the consolidated
balance sheets. The Company amortizes intangible assets with identified estimated useful lives on a straight-line basis
over their estimated useful lives.
Goodwill represents the excess of the consideration transferred over the fair value of net assets, including identifiable
intangible assets, at the acquisition date. Goodwill is assessed for impairment annually in the fourth quarter or more
frequently if events or changes in circumstances indicate a potential impairment exists.
In assessing goodwill for impairment, the Company follows ASC 350, which permits a qualitative assessment of whether
it is more likely than not that the fair value of the reporting unit is less than its carrying value including goodwill. If the
qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less than its
carrying value, including goodwill, then no impairment is determined to exist for the reporting unit. However, if the
qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its
carrying value, including goodwill, or the Company chooses not to perform the qualitative assessment, then the
Company compares the fair value of that reporting unit with its carrying value, including goodwill, in a quantitative
assessment. If the carrying value of a reporting unit exceeds its fair value, goodwill is considered impaired with the
impairment loss measured as the excess of the reporting unit’s carrying value, including goodwill, over its fair value.
The estimated fair value of the reporting unit is derived based on valuation techniques the Company believes market
participants would use for each of the reporting units.
The qualitative assessment requires judgment to be applied in evaluating the effects of multiple factors, including actual
and projected financial performance of the reporting unit, macroeconomic conditions, industry and market conditions
and relevant entity specific events in determining whether it is more likely than not that the fair value of the reporting
unit is less than its carrying amount, including goodwill.
In the
fourth
quarter of
2024
, as a result of the qualitative
assessment, the Company determined that it was more likely than not that the estimated fair value of each of the
reporting units exceeded its respective estimated carrying value. Therefore, goodwill for each reporting unit was not
impaired and a quantitative test was not required.
Costs incurred in connection with secured borrowings are accounted for under ASC 340,
Other Assets and Deferred
Costs
.
Deferred costs are capitalized and amortized using the effective interest method over the respective financing term
with such amortization reflected on the Company’s consolidated statements of operations as a component of interest
expense. Secured Borrowings may include legal, accounting and other related fees. Unamortized deferred financing costs
are expensed when the associated debt is refinanced or repaid before maturity. Unamortized deferred financing costs
related to securitizations and note issuances are presented in the consolidated balance sheets as a direct deduction from
the associated liability.
The loan-servicing activities of the Company’s LMM Commercial Real Estate segment are performed primarily by third-
party servicers. SBL loans originated and held by the Company are internally serviced. The Company’s servicers hold
substantially all of the cash owned by the Company related to loan servicing activities. These amounts include principal
and interest payments made by borrowers, net of advances and servicing fees. Cash is generally received within 30 days
of recording the receivable.
The Company is subject to credit risk to the extent any servicer with whom the Company conducts business is unable to
deliver cash balances or process loan-related transactions on the Company’s behalf. The Company monitors the financial
condition of the servicers with whom the Company conducts business and believes the likelihood of loss under the
aforementioned circumstances is remote.
Secured borrowings include borrowings under credit facilities and other financing agreements and repurchase
agreements.
119
Borrowings under credit facilities and other financing agreements.
Borrowings under credit facilities and other
financing agreements are accounted for under ASC 470,
Debt
(“ASC 470”). The Company partially finances its loans,
net through credit agreements and other financing agreements with various counterparties. These borrowings are
collateralized by loans, held-for-investment and loans, held for sale and have maturity dates within
two years
from the
consolidated balance sheet date. If the fair value (as determined by the applicable counterparty) of the collateral securing
these borrowings decreases, the Company may be subject to margin calls during the period the borrowings are
outstanding. In instances where margin calls are not satisfied within the required time frame the counterparty may retain
the collateral and pursue collection of any outstanding debt. Interest accrued in connection with credit facilities is
recorded as interest expense in the consolidated statements of operations.
Borrowings under repurchase agreements.
Borrowings under repurchase agreements are accounted for under ASC 860.
Investment securities financed under repurchase agreements are treated as collateralized borrowings, unless they meet
sale treatment or are deemed to be linked transactions. As of the current period ended, the Company had no such
repurchase agreements that have been accounted for as components of linked transactions. All securities financed
through a repurchase agreement have remained on the Company’s consolidated balance sheets as an asset and cash
received from the lender has been recorded on the Company’s consolidated balance sheets as a liability. Interest accrued
in connection with repurchase agreements is recorded as interest expense in the consolidated statements of operations.
The Paycheck Protection Program Liquidity Facility (“PPPLF”) is a government loan facility created to enable the
distribution of funds for PPP whereby the Company received advances from the Federal Reserve through the PPPLF.
The Company accounts for borrowings under the PPPLF under ASC 470. Interest accrued in connection with PPPLF is
recorded as interest expense in the consolidated statements of operations.
The Company has engaged in several securitization transactions accounted for under ASC 810. Securitization involves
transferring assets to a special purpose entity or securitization trust, which typically qualifies as a VIE. The entity that
has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the
VIE. The consolidation of the VIE includes the VIE’s issuance of senior securities to third parties, which are shown as
securitized debt obligations of consolidated VIEs in the consolidated balance sheets.
Debt issuance costs related to securitizations are presented as a direct deduction from the carrying value of the related
debt liability. Debt issuance costs are amortized using the effective interest method and are included in interest expense
in the consolidated statements of operations.
The Company accounts for secured debt offerings net of issuance costs, under ASC 470. These senior secured notes are
collateralized by loans, MBS, and retained interests of consolidated VIE’s. Interest accrued in connection with senior
secured notes is recorded as interest expense in the consolidated statements of operations.
The Company accounts for corporate debt offerings net of issuance costs, under ASC 470. Interest accrued in connection
with corporate debt is recorded as interest expense in the consolidated statements of operations.
Certain partial loan sales do not meet the definition of a “participating interest” under ASC 860 and therefore, do not
qualify as a sale. Participations or other partial loan sales which do not meet the definition of a participating interest
remain as an investment in the consolidated balance sheets and the proceeds from the portion sold is recorded as
guaranteed loan financing in the liabilities section of the consolidated balance sheets. For these partial loan sales, the
interest earned on the entire loan balance is recorded as interest income and the interest earned by the buyer in the partial
loan sale is recorded within interest expense in the accompanying consolidated statements of operations.
The Company accounts for certain liabilities recognized in relation to mergers and acquisitions as contingent
consideration whereby the fair value of this liability is dependent on certain criteria. Contingent consideration is
120
classified as
Level 3
in the fair value hierarchy with fair value adjustments reported within other income (loss) in the
The Company accounts for loan participations sold, which represents an interest in a loan receivable sold, as a liability
on the consolidated balance sheets as these arrangements do not qualify as a sale under U.S. GAAP. Such liabilities are
non-recourse and remain on the consolidated balance sheets until the loan is repaid.
Due to third parties primarily relates to funds held by the Company to advance certain expenditures necessary to fulfill
the Company’s obligations under its existing indebtedness or to be released at the Company’s discretion upon the
occurrence of certain pre-specified events, and to serve as additional collateral for borrowers’ loans. While retained,
these balances earn interest in accordance with the specific loan terms with which they are associated.
The repair and denial reserve represents the potential liability to the SBA in the event that the Company is required to
make the SBA whole for reimbursement of the guaranteed portion of SBA loans. The Company may be responsible for
the guaranteed portion of SBA loans if there are lien and collateral issues, unauthorized use of proceeds, liquidation
deficiencies, undocumented servicing actions or denial of SBA eligibility. This reserve is calculated using an estimated
frequency of a repair and denial event upon default, as well as an estimate of the severity of the repair and denial as a
percentage of the guaranteed balance.
VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without
additional subordinated financial support from other parties; or (ii) have equity investors that do not have the ability to
make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to
absorb the expected losses, or do not have the right to receive the residual returns of the entity. The entity that is the
primary beneficiary is required to consolidate the VIE. An entity is deemed to be the primary beneficiary of a VIE if the
entity has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and
(ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the
VIE.
In determining whether the Company is the primary beneficiary of a VIE, both qualitative and quantitative factors are
considered regarding the nature, size and form of its involvement with the VIE, such as its role establishing the VIE and
ongoing rights and responsibilities, the design of the VIE, its economic interests, servicing fees and servicing
responsibilities, and other factors. The Company performs ongoing reassessments to evaluate whether changes in the
entity’s capital structure or changes in the nature of its involvement with the entity result in a change to the VIE
Non-controlling interests are presented on the consolidated balance sheets and the consolidated statements of operations
and represent direct investment in the operating partnership by third parties, including operating partnership units issued
to satisfy a portion of the purchase price in connection with a series of mergers (collectively, the “Mosaic Mergers”),
pursuant to which the company acquired a group of privately held, real estate structured finance opportunities funds,
with a focus on construction lending (collectively, the “Mosaic Funds”), managed by MREC Management, LLC. In
addition, the Company has non-controlling interests from investments in consolidated joint ventures whereby, net
income or loss is generally based upon relative ownership interests or contractual arrangements.
ASC 825,
Financial Instruments
(“ASC 825”) provides a fair value option election that allows entities to make an
election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and
liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.
The decision to elect the fair value option is determined on an instrument by instrument basis and must be applied to an
entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to this guidance
121
are required to be reported separately in the consolidated balance sheets from those instruments using another accounting
method.
The Company has elected the fair value option for certain loans held-for-sale originated by the Company that it intends
to sell in the near term. The fair value elections for loans, held for sale originated by the Company were made due to the
short-term nature of these instruments. The Company additionally elected the fair value option for certain investments in
unconsolidated joint ventures due to their short-term tenor.
Basic EPS is computed by dividing income available to common stockholders by the weighted-average number of shares
of common stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from
the Company’s share-based compensation, consisting of unvested restricted stock units (“RSUs”), unvested restricted
stock awards (“RSAs”), performance-based equity awards, as well as the dilutive impact of convertible preferred stock
and contingent equity rights (“CERs”) under the if-converted method and warrants under the treasury stock method.
Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period.
All of t
he Company’s unvested RSAs, unvested RSUs granted to non-employee directors, and preferred stock contain
rights to receive non-forfeitable dividends or dividend equivalents and, thus, are participating securities.
Due to the
existence of these participating securities, the two-class method of computing EPS is required, unless another method is
determined to be more dilutive. Under the two-class method, undistributed earnings are reallocated between shares of
common stock and participating securities.
The
objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current
period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an
entity’s consolidated financial statements or tax returns. The Company assesses the recoverability of deferred tax assets
through evaluation of carryback availability, projected taxable income and other factors as applicable. Significant
judgment is required in assessing the future tax consequences of events that have been recognized in the consolidated
financial statements or tax returns as well as the recoverability of amounts recorded, including deferred tax assets.
The Company provides for exposure in connection with uncertain tax positions, which requires significant judgment by
management including determination, based on the weight of the tax law and available evidence, that it is more-likely-
than-not that a tax result will be realized. The Company’s policy is to recognize interest and/or penalties related to
income tax matters in income tax expense on the consolidated statements of operations. As of the date of the
consolidated balance sheets, the Company has accrued
no
taxes, interest or penalties related to uncertain tax positions. In
addition, changes in this position in the next 12 months are not anticipated.
Under ASC 606
Revenue Recognition
(“ASC 606”), revenue is recognized upon the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange
for those goods or services. Revenue is recognized through the following five-step process:
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
Most of the Company’s revenue streams, such as revenue associated with financial instruments, including interest
income, realized or unrealized gains on financial instruments, loan servicing fees, loan origination fees, among other
revenue streams, follow specific revenue recognition criteria and therefore the guidance referenced above does not have
a material impact on the consolidated financial statements. In addition, revisions to existing accounting rules regarding
the determination of whether a company is acting as a principal or agent in an arrangement and accounting for sales of
nonfinancial assets where the seller has continuing involvement, did not materially impact the Company. A further
description of the revenue recognition criteria is outlined below.
122
Interest income.
Interest income on loans, held-for-investment, loans, held at fair value, loans, held for sale, and MBS,
at fair value is accrued based on the outstanding principal amount and contractual terms of the instrument, including
loans with contractual PIK interest for which the Company has not yet collected cash.
Discounts
or premiums associated
with the loans and investment securities are amortized or accreted into interest income as a yield adjustment on the
effective interest method, based on contractual cash flows through the maturity date of the investment.
Employee retention credit consulting income.
In connection with the Coronavirus Aid, Relief and Economic Security
Act, which provided numerous stimulus measures including the employee retention credit (“ERC”), the Company
provided consulting services whereby ERC requests received were processed on the client’s behalf. Income related to
ERC consulting are recorded in accordance with ASC 606 and recognized when the performance obligation has been
satisfied. In addition, the Company estimates an allowance for doubtful accounts using historical data and other relevant
factors, such as collection rate, to determine the uncollectible reserve rate. While the Company has a formal
methodology to determine the adequate and appropriate level of the allowance for doubtful accounts, estimates of losses
involve judgment and assumptions as to various factors, including current economic conditions. Accordingly, the
provision for losses will vary from period to period based on management's ongoing assessment of the adequacy of the
allowance for doubtful accounts. Employee retention credit consulting income is reported as other income and the
provision for losses is reported as other expense in the consolidated statements of operations.
Realized gains (losses).
Upon the sale or disposition (not including the prepayment of outstanding principal balance) of
loans or securities, the excess (or deficiency) of net proceeds over the net carrying value or cost basis of such loans or
securities is recognized as a realized gain (loss).
Origination income and expense.
Origination income represents fees received for origination of either loans, held at fair
value, loans, held for sale, or loans, held-for-investment. For loans held, at fair value, and loans, held for sale, pursuant
to ASC 825 the Company reports origination fee income as revenue and fees charged and costs incurred as expenses.
These fees and costs are excluded from the fair value. For originated loans, held-for-investment, under ASC 310 the
Company defers these origination fees and costs at origination and amortizes them under the effective interest method
over the life of the loan. Origination fees and expenses for loans, held at fair value and loans, held for sale, are presented
in the consolidated statements of operations as components of other income and operating expenses. The amortization of
net origination fees and expenses for loans, held-for-investment are presented in the consolidated statements of
operations as a component of interest income.
The Company classifies long-lived assets or a disposal group to be sold as held for sale in the period when all the
necessary criteria are met. The criteria includes (i) management, having the authority to approve the action, commits to a
plan to sell the asset or the disposal group (ii) the asset or disposal group is available for immediate sale in its present
condition subject only to terms that are usual and customary for sales of such assets (iii) an active program to locate a
buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated (iv) the sale
of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for
recognition as a completed sale within one year (v) the asset or disposal group is being actively marketed for sale at a
price that is reasonable in relation to its current fair value and (vi) actions required to complete the plan indicate that it is
unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the
Company reports the assets and liabilities of the disposal group, if material, in the line items assets or liabilities held for
sale, respectively, on the consolidated balance sheets. A long-lived asset or disposal group that is classified as held for
sale is measured at the lower of its cost or estimated fair value less any costs to sell. The fair values of assets held for
sale are assessed each reporting period and changes in such fair values are reported as an adjustment to the carrying
value of the asset or disposal group with an offset on the consolidated statements of operations, to the extent that any
subsequent changes in fair value do not exceed the cost basis of the asset or disposal group. Any loss resulting from the
transfer of long-lived assets or disposal groups to assets held for sale is recognized in the period in which the held for
sale criteria are met.
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The results of operations of long-lived assets or a disposal group that the Company has either disposed of or has
classified as held for sale is reported as discontinued operations on the consolidated statements of operations if the
disposal represents a strategic shift that has or will have a major effect on the Company’s operations and financial
results.
Assets and liabilities denominated in non-U.S. currencies are translated into U.S. dollars using foreign currency
exchange rates prevailing at the end of the reporting period. Revenue and expenses are translated at the average
exchange rates for each reporting period. Foreign currency remeasurement gains or losses on transactions in
nonfunctional currencies are recognized in earnings. Gains or losses on translation of the financial statements of a non-
U.S. operation, when the functional currency is other than the U.S. dollar, are included, net of taxes, in the consolidated
(Subtopic 220-40)
Issued November 2024
This ASU requires additional disclosure in the notes to financial statements of specified information about certain costs
and expenses. The ASU is effective in reporting periods beginning after December 15, 2026, and interim periods within
annual reporting periods beginning after December 15, 2027, on a prospective or retrospective basis. Early adoption is
permitted. The Company is currently assessing the impact upon adoption of this standard on the consolidated financial
statements.
ASU 2024-01, Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and
Similar Awards
Issued March 2024
This ASU clarifies how to determine whether profits interest and similar awards should be accounted for as share-based
payment arrangements. The ASU is effective in reporting periods beginning after December 15, 2024, including interim
periods within the fiscal year, on a prospective or retrospective basis. Early adoption is permitted. The Company is
currently assessing the impact upon adoption of this standard on the consolidated financial statements.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
Issued December 2023
This ASU improves income tax disclosure requirements, primarily through standardization of rate reconciliation
categories and disaggregation of income taxes paid by jurisdiction. The ASU is effective in reporting periods beginning
after December 15, 2024 on a prospective or retrospective basis. Early adoption is permitted. The Company is currently
assessing the impact upon adoption of this standard on the consolidated financial statements.
A
SU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
Issued November
2023
This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about
significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”). This ASU
is effective in reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024, on a retrospective basis. The adoption of this standard did not have an impact on the
Company's consolidated financial statements.
ASU 2023-05, Business Combinations- Joint Venture Formations (Topic 805): Recognition and Initial
Measurement
Issued August 2023
This ASU applies to the formation of a “joint venture” or a “corporate joint venture” and requires a joint venture to
initially measure all contributions received upon its formation at fair value and is applicable to joint venture entities with
124
a formation date on or after January 1, 2025 on a prospective basis. The Company is currently assessing the impact of
the adoption of this standard on the consolidated financial statements.
Funding Circle Acquisition
On July 1, 2024 the Company acquired Funding Circle, an online lending platform that originates and services small
business loans. Refer to Note 1 for more information about the Funding Circle Acquisition. The purchase price was
allocated to the assets acquired and liabilities assumed based on their respective fair values. The methodologies used, and
key assumptions made, to estimate the fair value of the assets acquired and liabilities assumed are primarily based on
future cash flows and discount rates.
Acquisition.
|
(in thousands)
|
Preliminary Purchase
Price Allocation
|
Measurement Period
Adjustments
|
Updated Purchase Price
Allocation
|
||
|
Assets
|
|||||
|
Cash and cash equivalents
|
$
|
$
—
|
$
|
||
|
Loans, net
|
|
—
|
|
||
|
Investment in unconsolidated joint ventures
|
|
—
|
|
||
|
Servicing rights
|
|
—
|
|
||
|
Other assets:
|
|||||
|
Deferred tax asset
|
|
—
|
|
||
|
Intangible assets
|
|
—
|
|
||
|
Other
|
|
—
|
|
||
|
Total assets acquired
|
$
|
$
|
$
|
||
|
Liabilities
|
|||||
|
Secured borrowings
|
|
—
|
|
||
|
Accounts payable and other accrued liabilities
|
|
—
|
|
||
|
Total liabilities assumed
|
$
|
$
|
$
|
||
|
Net assets acquired
|
$
|
$
|
$
|
In a business combination, the initial allocation of the purchase price is considered preliminary and therefore, is subject
to change until the end of the measurement period. The final determination must occur within one year of the merger
date. Because the measurement period for the Funding Circle Acquisition remains open, certain fair value estimates may
change once all information necessary to make a final fair value assessment is received. The amounts presented in the
table above pertain to the preliminary purchase price allocation reported at the time of the Funding Circle Acquisition
based on information that was available to management at the time the consolidated financial statements were prepared.
The preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value of
the assets acquired and liabilities assumed, which could have an impact on the consolidated financial statements. While
the measurement period remains open, there have been no adjustments related to this transaction.
gain.
|
(in thousands)
|
Preliminary Purchase
Price Allocation
|
Measurement Period
Adjustments
|
Updated Purchase Price
Allocation
|
||
|
Fair value of net assets acquired
|
$
|
$
—
|
$
|
||
|
Consideration transferred
|
|
—
|
|
||
|
Bargain purchase gain
|
$
|
$
|
$
|
Madison One Acquisition
On June 5, 2024 the Company acquired Madison One, a lending originator and servicer in the government guaranteed
loan industry focusing on USDA and SBA guaranteed loan products. Refer to Note 1 for more information about the
Madison One Acquisition. The purchase price was allocated to the assets acquired and liabilities assumed based on their
125
respective fair values. The methodologies used, and key assumptions made, to estimate the fair value of the assets
acquired and liabilities assumed are primarily based on future cash flows and discount rates.
|
(in thousands)
|
Preliminary Purchase
Price Allocation
|
Measurement Period
Adjustments
|
Updated Purchase
Price Allocation
|
||
|
Assets
|
|||||
|
Cash and cash equivalents
|
$
|
$
|
|||
|
Restricted cash
|
|
(
|
|
||
|
Servicing rights
|
|
|
|
||
|
Other assets:
|
|||||
|
Intangible assets
|
|
|
|
||
|
Other
|
|
—
|
|
||
|
Total assets acquired
|
$
|
$
|
$
|
||
|
Liabilities
|
|||||
|
Accounts payable and other accrued liabilities
|
|
|
|
||
|
Total liabilities assumed
|
$
|
$
|
$
|
||
|
Non-controlling interests
|
(
|
—
|
(
|
||
|
Net assets acquired, net of non-controlling interests
|
$
|
$
(
|
$
|
In a business combination, the initial allocation of the purchase price is considered preliminary and therefore, is subject
to change until the end of the measurement period. The final determination must occur within one year of the merger
date.
Because
the measurement period for the Madison One Acquisition remains open, certain fair value estimates may
change once all information necessary to make a final fair value assessment is received. The amounts presented in the
table above pertain to the preliminary purchase price allocation reported at the time of the Madison One Acquisition
based on information that was available to management at the time the consolidated financial statements were prepared.
The preliminary purchase price allocation is subject to
change
as the Company completes its analysis of the fair value of
the assets acquired and liabilities assumed, which could have an
impact on
the consolidated financial statements.
Subsequent to the determination of the preliminary purchase price allocation, the Company recorded a measurement
period adjustment based on the updated valuations obtained by decreasing net assets acquired and increasing goodwill
related to this transaction by
$
0.4
million
.
|
(in thousands)
|
Preliminary Purchase
Price Allocation
|
Measurement Period
Adjustments
|
Updated Purchase
Price Allocation
|
||
|
Fair value of net assets acquired
|
$
|
$
(
|
$
|
||
|
Cash paid
|
|
—
|
|
||
|
Contingent consideration
|
$
|
$
—
|
$
|
||
|
Total consideration transferred
|
$
|
$
|
$
|
||
|
Goodwill
|
$
|
$
|
$
|
Broadmark Merger
On May 31, 2023, the Company completed a merger with Broadmark, a specialty real estate finance company that
specialized in originating and servicing residential and commercial construction loans. Refer to Note 1 for more
information about the Broadmark Merger. The purchase price was allocated to the assets acquired and liabilities assumed
based on their respective fair values. The methodologies used, and
key
assumptions made, to estimate the fair value of
the assets acquired and liabilities assumed are primarily based on future cash flows and discount rates.
126
|
(in thousands)
|
Preliminary Purchase
Price Allocation
|
Measurement Period
Adjustments
|
Updated Purchase
Price Allocation
|
||
|
Assets
|
|||||
|
Cash and cash equivalents
|
$
|
$
—
|
$
|
||
|
Loans, net
|
|
(
|
|
||
|
Real estate owned, held for sale
|
|
(
|
|
||
|
Other assets
|
|
(
|
|
||
|
Total assets acquired
|
$
|
$
(
|
$
|
||
|
Liabilities
|
|||||
|
Corporate debt, net
|
|
—
|
|
||
|
Accounts payable and other accrued liabilities
|
|
|
|
||
|
Total liabilities assumed
|
$
|
$
|
$
|
||
|
Net assets acquired
|
$
|
$
(
|
$
|
In a business combination, the initial allocation of the purchase price is considered preliminary and therefore, is subject
to change until the end of the measurement period. The final determination occurred within one year of the merger date.
Because the measurement period for the Broadmark Merger remained open until May 31, 2024, certain fair value
estimates changed once all information necessary to make a final fair value assessment was received. The amounts
presented in the table above pertained to the preliminary purchase price allocation reported at the time of the Broadmark
Merger based on information that was available to management at the time the consolidated financial statements were
prepared. The preliminary purchase price allocation changed as the Company completed its analysis of the fair value of
the assets acquired and liabilities assumed, which
impacted
the consolidated financial statements. Subsequent to the
determination of the preliminary purchase price allocation, the Company recorded a measurement period adjustment
based on the updated valuations obtained by decreasing net assets acquired and the total bargain purchase gain related to
this transaction by
$
40.2
million
.
gain.
|
(in thousands)
|
Preliminary Purchase
Price Allocation
|
Measurement Period
Adjustments
|
Updated Purchase
Price Allocation
|
||
|
Fair value of net assets acquired
|
$
|
$
(
|
$
|
||
|
Consideration transferred based on the value of common stock issued
|
|
—
|
|
||
|
Bargain purchase gain
|
$
|
$
(
|
$
|
In the table above, the bargain purchase gain represents the fair value of the assets acquired and liabilities assumed in the
Broadmark Merger which exceeds the fair value of the
62.2
million
shares of common stock
issued
at
$
10.24
per share at
the Effective Time. Gain on bargain purchase is recognized in the consolidated statements of operations.
Loa
ns includes (i) loans held for
investment that
are
accounted
for at amortized cost net of allowance for credit losses,
(ii) loans held at fair value under the fair value option, (iii) loans held for sale that are accounted for at the lower of cost
or fair value net of valuation allo
wance and (iv) loans held for sale at fair value under the fair value option. The
classification for a loan is based on product type and management’s strategy for the loan.
127
Loan portfolio
the Company including loans of consolidated VIEs.
|
December 31, 2024
|
December 31, 2023
|
||||||
|
(in thousands)
|
Carrying Value
|
UPB
|
Carrying Value
|
UPB
|
|||
|
Loans
|
|||||||
|
Bridge
|
$
|
$
|
$
|
$
|
|||
|
Fixed rate
|
|
|
|
|
|||
|
Construction
|
|
|
|
|
|||
|
Freddie Mac
|
|
|
|
|
|||
|
SBA - 7(a)
|
|
|
|
|
|||
|
Other
|
|
|
|
|
|||
|
Total Loans, net
|
$
|
$
|
$
|
$
|
|||
|
Loans in consolidated VIEs
|
|||||||
|
Bridge
|
|
|
|
|
|||
|
Fixed rate
|
|
|
|
|
|||
|
SBA - 7(a)
|
|
|
|
|
|||
|
Other
|
|
|
|
|
|||
|
Total Loans, net, in consolidated VIEs
|
$
|
$
|
$
|
$
|
|||
|
Loans, held for sale
|
|||||||
|
Bridge
|
|
|
|
|
|||
|
Fixed rate
|
|
|
|
|
|||
|
Construction
|
|
|
|
|
|||
|
Freddie Mac
|
|
|
|
|
|||
|
SBA - 7(a)
|
|
|
|
|
|||
|
Other
|
|
|
|
|
|||
|
Total Loans, held for sale
|
$
|
$
|
$
|
$
|
|||
|
Total
|
$
|
$
|
$
|
$
|
|||
In the table above, loans with the “Other” classification are generally LMM acquired loans that have nonconforming
characteristics for the Fixed
rate
, Bridge, Construction, or Freddie Mac classifications due to loan size, rate type,
collateral
, or borrower criteria.
Loan vintage and credit quality indicators
The Company monitors the credit quality of its loan portfolio based on primary credit quality indicators, such as
delinquency rates. Loans that are 30 days or more past due, provide an indication of the borrower’s capacity and
willingness to meet its financial obligations.
|
Carrying Value by Year of Origination
|
|||||||||||||||
|
(in thousands)
|
UPB
|
2024
|
2023
|
2022
|
2021
|
2020
|
Pre 2020
|
Total
|
|||||||
|
December 31, 2024
|
|||||||||||||||
|
Bridge
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||||
|
Fixed rate
|
|
|
|
|
|
|
|
|
|||||||
|
Construction
|
|
|
|
|
|
|
|
|
|||||||
|
SBA - 7(a)
|
|
|
|
|
|
|
|
|
|||||||
|
Other
|
|
|
|
|
|
|
|
|
|||||||
|
Total Loans, net
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||||
|
Gross write-offs
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||
|
UPB
|
2023
|
2022
|
2021
|
2020
|
2019
|
Pre 2019
|
Total
|
||||||||
|
December 31, 2023
|
|||||||||||||||
|
Bridge
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||||
|
Fixed rate
|
|
|
|
|
|
|
|
|
|||||||
|
Construction
|
|
|
|
|
|
|
|
|
|||||||
|
Freddie Mac
|
|
|
|
|
|
|
|
|
|||||||
|
SBA - 7(a)
|
|
|
|
|
|
|
|
|
|||||||
|
Other
|
|
|
|
|
|
|
|
|
|||||||
|
Total Loans, net
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||||
|
Gross write-offs
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||
128
|
Carrying Value by Year of Origination
|
|||||||||||||||
|
(in thousands)
|
UPB
|
2024
|
2023
|
2022
|
2021
|
2020
|
Pre 2020
|
Total
|
|||||||
|
December 31, 2024
|
|||||||||||||||
|
Current
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||||
|
30 - 59 days past due
|
|
|
|
|
|
|
|
|
|||||||
|
60+ days past due
|
|
|
|
|
|
|
|
|
|||||||
|
Total Loans, net
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||||
|
UPB
|
2023
|
2022
|
2021
|
2020
|
2019
|
Pre 2019
|
Total
|
||||||||
|
December 31, 2023
|
|||||||||||||||
|
Current
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||||
|
30 - 59 days past due
|
|
|
|
|
|
|
|
|
|||||||
|
60+ days past due
|
|
|
|
|
|
|
|
|
|||||||
|
Total Loans, net
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||||
|
(in thousands)
|
Current
|
30 - 59 days
past due
|
60+ days past
due
|
Total
|
Non-Accrual
Loans
|
90+ days past
due and
Accruing
|
|||||
|
December 31, 2024
|
|||||||||||
|
Bridge
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
|
Fixed rate
|
|
|
|
|
|
|
|||||
|
Construction
|
|
|
|
|
|
|
|||||
|
SBA - 7(a)
|
|
|
|
|
|
|
|||||
|
Other
|
|
|
|
|
|
|
|||||
|
Total Loans, net
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
|
Percentage of loans outstanding
|
|
|
|
|
|
|
|||||
|
December 31, 2023
|
|||||||||||
|
Bridge
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
|
Fixed rate
|
|
|
|
|
|
|
|||||
|
Construction
|
|
|
|
|
|
|
|||||
|
Freddie Mac
|
|
|
|
|
|
|
|||||
|
SBA - 7(a)
|
|
|
|
|
|
|
|||||
|
Other
|
|
|
|
|
|
|
|||||
|
Total Loans, net
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
|
Percentage of loans outstanding
|
|
|
|
|
|
|
In addition to delinquency rates, the current estimated LTV ratio, geographic distribution of the loan collateral and
collateral concentration are primary credit quality indicators that provide insight into a borrower’s capacity and
willingness to meet its financial obligation. High LTV loans tend to have higher delinquency rates than loans where the
borrower has equity in the collateral. The geographic distribution of the loan collateral considers factors such as the
regional economy, property price changes and specific events such as natural disasters, which will affect credit quality.
The collateral concentration of the loan portfolio considers economic factors or events may have a more pronounced
impact on certain sectors or property types.
129
|
LTV
(1)
|
|||||||||||||
|
(in thousands)
|
0.0 – 20.0%
|
20.1 – 40.0%
|
40.1 – 60.0%
|
60.1 – 80.0%
|
80.1 – 100.0%
|
Greater than
100.0%
|
Total
|
||||||
|
December 31, 2024
|
|||||||||||||
|
Bridge
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||
|
Fixed rate
|
|
|
|
|
|
|
|
||||||
|
Construction
|
|
|
|
|
|
|
|
||||||
|
SBA - 7(a)
|
|
|
|
|
|
|
|
||||||
|
Other
|
|
|
|
|
|
|
|
||||||
|
Total Loans, net
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||
|
Percentage of loans outstanding
|
|
|
|
|
|
|
|
||||||
|
December 31, 2023
|
|||||||||||||
|
Bridge
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||
|
Fixed rate
|
|
|
|
|
|
|
|
||||||
|
Construction
|
|
|
|
|
|
|
|
||||||
|
Freddie Mac
|
|
|
|
|
|
|
|
||||||
|
SBA - 7(a)
|
|
|
|
|
|
|
|
||||||
|
Other
|
|
|
|
|
|
|
|
||||||
|
Total Loans, net
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||
|
Percentage of loans outstanding
|
|
|
|
|
|
|
|
||||||
(1)
LTV is calculated by dividing the current UPB by the most recent collateral value received. The most recent value for performing loans is often the third-party as-is
valuation utilized during the original underwriting process.
|
Geographic Concentration (% of UPB)
|
December 31, 2024
|
December 31, 2023
|
|
|
Texas
|
|
|
|
|
California
|
|
|
|
|
Florida
|
|
|
|
|
Arizona
|
|
|
|
|
Oregon
|
|
|
|
|
Georgia
|
|
|
|
|
New York
|
|
|
|
|
North Carolina
|
|
|
|
|
Illinois
|
|
|
|
|
Washington
|
|
|
|
|
Other
|
|
|
|
|
Total
|
|
|
The table below presents the collateral type concentration of loans, net.
|
Collateral Concentration (% of UPB)
|
December 31, 2024
|
December 31, 2023
|
|
|
Multi-family
|
|
|
|
|
SBA
|
|
|
|
|
Mixed Use
|
|
|
|
|
Industrial
|
|
|
|
|
Retail
|
|
|
|
|
Office
|
|
|
|
|
Lodging
|
|
|
|
|
Other
|
|
|
|
|
Total
|
|
|
130
The table below presents the collateral type concentration of SBA loans within loans, net.
|
Collateral Concentration (% of UPB)
|
December 31, 2024
|
December 31, 2023
|
|
|
Lodging
|
|
|
|
|
Gasoline Service Stations
|
|
|
|
|
Eating Places
|
|
|
|
|
Child Day Care Services
|
|
|
|
|
Offices of Physicians
|
|
|
|
|
General Freight Trucking, Local
|
|
|
|
|
Grocery Stores
|
|
|
|
|
Coin-Operated Laundries and Drycleaners
|
|
|
|
|
Car Washes
|
|
|
|
|
Funeral Service & Crematories
|
|
|
|
|
Other
|
|
|
|
|
Total
|
|
|
Allowance for credit losses
The allowance for credit losses consists of the allowance for losses on loans and lending commitments accounted for at
amortized cost. Such loans and lending commitments are reviewed quarterly considering credit quality indicators,
including probable and historical losses, collateral values, LTV ratios, and economic conditions.
|
(in thousands)
|
Bridge
|
Fixed rate
|
Construction
|
SBA - 7(a)
|
Other
|
Total
|
|||||
|
December 31, 2024
|
|||||||||||
|
General
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
|
Specific
|
|
|
|
|
|
|
|||||
|
PCD
|
|
|
|
|
|
|
|||||
|
Ending balance
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
|
December 31, 2023
|
|||||||||||
|
General
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
|
Specific
|
|
|
|
|
|
|
|||||
|
PCD
|
|
|
|
|
|
|
|||||
|
Ending balance
|
$
|
$
|
$
|
$
|
$
|
$
|
|
(in thousands)
|
Bridge
|
Fixed rate
|
Construction
|
SBA - 7(a)
|
Other
|
Total
|
|
Year Ended December 31, 2024
|
||||||
|
Beginning balance
|
$
|
$
|
$
|
$
|
$
|
$
|
|
Provision for (recoveries of) loan losses
|
|
(
|
|
|
(
|
|
|
Charge-offs and sales
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Recoveries
|
|
|
|
|
|
|
|
Ending balance
|
$
|
$
|
$
|
$
|
$
|
$
|
|
Year Ended December 31, 2023
|
||||||
|
Beginning balance
|
$
|
$
|
$
|
$
|
$
|
$
|
|
Provision for (recoveries of) loan losses
|
(
|
|
|
|
|
|
|
PCD
(1)
|
|
|
|
|
|
|
|
Charge-offs and sales
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Recoveries
|
|
|
|
|
|
|
|
Ending balance
|
$
|
$
|
$
|
$
|
$
|
$
|
(1)
Includes impact of measurement period adjustment related to the Broadmark Merger.
Refer
to Note 5 for further details on assets acquired and liabilities assumed in
connection with the Broadmark Merger.
The table above excludes
$
0.8
million
and
$
0.7
million
of allowance for loan losses on unfunded lending commitments
as of
December 31, 2024
and
December 31, 2023
, respectively
. Refer to Note
3
– Summary of Significant Accounting
Policies for more information on accounting policies, methodologies and judgment applied to determine the allowance
for loan losses and lending commitments.
131
Non-accrual loans
A loan is placed on nonaccrual status when it is probable that principal and interest will not be collected under the
original contractual terms. At that time, interest income is no longer accrued.
|
(in thousands)
|
December 31, 2024
|
December 31, 2023
|
|
|
Non-accrual loans
|
|||
|
With an allowance
|
$
|
$
|
|
|
Without an allowance
|
|
|
|
|
Total recorded carrying value of non-accrual loans
|
$
|
$
|
|
|
Allowance for loan losses related to non-accrual loans
|
$
(
|
$
(
|
|
|
UPB of non-accrual loans
|
$
|
$
|
|
|
Interest income on non-accrual loans for the year ended
|
$
|
$
|
Loan modifications made to borrowers experiencing financial difficulty
In certain situations, the Company may provide loan modifications to borrowers experiencing financial difficulty. These
modifications may include interest rate reductions, principal forgiveness, term extensions, and other-than-insignificant
payment delays intended to minimize the Company’s economic loss and to avoid foreclosure or repossession of
collateral.
modifications with an aggregate carrying value of
$
1.0
billion
, or
12.4
%
of total loans, net. These modified loans include
a combination of changes to the contractual terms which were in the form of term extensions, other-than-insignificant
payment delays, and interest reductions.
There were
30
loans with an aggregate carrying value of
$
688.8
million
, or
8.2
%
of loans, net, that were modified to
include both term extensions and interest payment deferrals. The term extensions ranged between
3
and
125
months
with
a weighted average of
16
months
added to the original loan term. Included within these modifications was
1
SBA loan
with a carrying value of less than
$
0.1
million
with a
125
month term extension, which is included in the range
mentioned above. Interest payment deferrals ranged between
7
and
38
months
with a weighted average of
19
months
and
include payments for periods before the modification date. Payment modifications include the reduction of interest
payments to equal excess net operating income with the difference between the original rate and the interest collected
due at maturity. In most cases, cash management accounts are set up for the loans and default interest is waived. There
were
8
loans with an aggregate carrying value of
$
137.0
million
, or
1.7
%
of loans, net that were modified to include
interest payments deferrals which ranged between
7
and
25
months
with a weighted average of
15
months
and include
payments for periods before the modification date. Payment modifications include the reduction of interest payments to
equal excess net operating income with the difference between the original rate and the interest collected due at maturity.
In most cases, cash management accounts are set up for the loans and default interest is waived. There was
1
loan with a
carrying value of
$
73.9
million
, or
0.9
%
of loans, net that was modified to include both an
18
month term extension
added to the original loan term and an interest rate reduction from SOFR +
3.25
%
to a fixed rate of
6.0
%
from June 2024
to December 2024 and
6.5
%
from January 2025 to July 2025. There was
1
loan with a carrying value of
$
62.7
million
, or
interest payment deferral, and an interest rate reduction from SOFR +
3.30
%
to SOFR +
0.50
%
from October 2024 to
August 2025 and to SOFR +
1.00
%
from September 2025 to August 2026. There were
24
loans with an aggregate
carrying value of
$
58.4
million
, or
0.7
%
of loans, net that were modified to include term extensions which ranged
between
2
and
120
months
with a weighted average of
13
months
added to the original loan term. Included within these
modifications was
1
SBA loan with a carrying value of less than
$
0.1
million
with a
120
month term extension, which is
included in the range mentioned above.
There was
1
loan with a carrying value of
$
10.4
million
, or
0.1
%
of loans, net
that was modified to include an interest rate reduction from SOFR +
5.00
%
to a fixed rate of
6.0
%
effective June 2024
.
Of the loans that were modified during the
year ended December 31, 2024
, the majority were on accrual status. During
the
year ended December 31, 2024
,
$
12.2
million
of total capital was invested by the borrowers, substantially all in the
form of payment towards past due interest, principal or contribution to various reserve accounts.
modifications with an aggregate carrying value of
$
468.6
million
, or
4.4
%
of total loans, net. These modified loans
include a combination of changes to the contractual terms which were in the form of t
erm extensions and other-than-
insignificant payment delays.
132
There were
15
loans with an aggregate carrying value of
$
431.5
million
, or
4.1
%
of loans, net that were modified by
term extensions. The term extensions ranged between
9
and
120
months
with a weighted average of
18
months
added to
the original loan term.
The largest loan with a carrying value of
$
380.1
million
was modified in May 2023 to extend the
maturity date of the loan from June 2023 to December 2024, or
18
months
.
The borrower was required to contribute
$
17.0
million
, or
4.5
%
of the total carrying value of the loan, towards various reserve accounts. There was
1
SBA loan
with a carrying value of
$
0.1
million
with a
10
year term extension, which is included in the range. There were
3
loans
with an aggregate carrying value of
$
36.6
million
, or
0.3
%
of loans, net, that were modified to include both term
extensions and interest payment deferrals. The term extensions ranged between
10
and
18
months
with a weighted
average of
17
months
added to the original loan term. The payment deferrals ranged between
10
and
12
months
with a
weighted average of
12
months
. There were
3
loans with an aggregate carrying value of
$
0.5
million
, or less than
0.1
%
of loans, net that were modified by interest payment deferrals. The payment deferrals ranged between
6
and
9
months
with a weighted average of
7
months
.
Of the loans that were modified during the
year ended December 31, 2023
, substantially all were on accrual status as of
December 31, 2024
.
The remaining elements of the Company’s modification programs are generally considered insignificant and do not have
a material impact on financial results.
Allowance for loan losses.
The Company’s allowance for loan losses reflects estimates of expected life-time loan losses,
which considers historical loan losses including losses from modified loans to borrowers experiencing financial
difficulty. The Company continues to estimate the allowance for loan losses after modification using loan-specific
inputs. As of
December 31, 2024
and
December 31, 2023
, substantially all of the modified loans were performing in
accordance with the modified contractual terms.
Loans with modifications disclosed in the previous twelve months are performing in accordance with their modified
terms as of
December 31, 2024
, except for
12
loans
with a carrying value of
$
43.7
million
which did not make payments
in accordance with their modified terms during the
three months ended December 31, 2024
.
On loans for which the Company determines foreclosure of the collateral is probable, expected losses are measured
based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the
measurement date. As of
December 31, 2024
and
December 31, 2023
, the Company’s total carrying amount of loans in
the foreclosure process was
$
8.4
million
and
$
95.0
million
, respectively.
financial difficulty for which the Company has modified the loan terms were
$
20.9
million
. For the
year
ended
December 31, 2023
, lending commitments to borrowers experiencing financial difficulty for which the Company has
modified the loan terms was
not
material.
On May 31, 2023, the Company acquired PCD loans in connection with the Broadmark M
erger
. Subsequent to the
determination of the preliminary purchase price allocation, based on updated valuations obtained, the Company recorded
a measurement period adjustment of
$
5.2
million
to increase the PCD allowance. Refer to Note 5 for further details on
assets acquired and liabilities assumed in connection with the Broadmark Merger.
The table below presents a
reconciliation of the Company’s purchase price with the par value of the purchased loans.
|
(in thousands)
|
Preliminary Purchase Price Allocation
|
Measurement Period Adjustments
|
Updated Purchase Price Allocation
|
||
|
UPB
|
$
|
$
|
$
|
||
|
Allowance for credit losses
|
(
|
(
|
(
|
||
|
Non-credit discount
|
(
|
(
|
(
|
||
|
Purchase price of loans classified as PCD
|
$
|
$
|
$
|
The Company did
not
acquire any PCD loans during the three months ended
December 31, 2024
or
December 31, 2023
.
133
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. U.S. GAAP has a three-level hierarchy that prioritizes and ranks
the level of market price observability used in measuring financial instruments at fair value. Market price observability is
impacted by a number of factors, including the type of investment, the characteristics specific to the investment, and the
state of the marketplace (including the existence and transparency of transactions between market participants). The
Company’s valuation techniques for financial instruments use observable and unobservable inputs. Investments with
readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an
orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in
measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Investments measured and reported at fair value are classified and disclosed into one of the following categories:
Level 1
— Quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the
ability to access.
Level 2
— Pricing inputs are other than quoted prices in active markets, including, but not limited to, quoted prices for
similar assets and liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets
that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates,
yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated
inputs.
Level 3
— One or more pricing inputs is significant to the overall valuation and unobservable. Significant unobservable
inputs are based on the best information available in the circumstances, to the extent observable inputs are not available,
including the Company’s own assumptions used in determining the fair value of financial instruments. Fair value for
these investments is determined using valuation methodologies that consider a range of factors including, but not limited
to, the price at which the investment was acquired, the nature of the investment, local market conditions, trading values
on public exchanges for comparable securities, current and projected operating performance, and financing transactions
subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant
management judgment.
Valuation techniques of Level 3 investments vary by instrument type, but are generally based on an income, market or
cost-based approach. The income approach predominantly considers discounted cash flows which is the measure of
expected future cash flows in a default scenario, implied by the value of the underlying collateral, where applicable, and
current performance whereas the market-based approach predominantly considers pull-through rates, industry multiples
and the UPB. Fair value measurements of loans are sensitive to changes in assumptions regarding prepayments,
probability of default, loss severity in the event of default, forecasts of home prices, and significant activity or
developments in the real estate market.
The fair value of the contingent consideration in connection with mergers and acquisitions was determined using a
Monte Carlo simulation model which considers various potential results based on Level 3 inputs, including
management’s latest estimates of future operating results. Fair value measurements of the contingent consideration
liability are sensitive to changes in assumptions related to earnings before tax, discount rate and risk-free rate of return.
Contingent consideration also consists of CERs issued pursuant to the Mosaic Mergers. Pursuant to the CER agreement,
if, as of the revaluation date, the sum of the updated fair value of the acquired portfolio less all advances made on such
assets, plus all principal payments, return of capital and liquidation proceeds received on such assets exceeds the initial
discounted fair value of the acquired portfolio, then the Company will issue to the CER holders, with respect to each
CER, a number of shares of common stock equal to
90
%
of the lesser of the valuation excess and the discount amount,
divided by the number of initially issued CERs divided by the Company share value, with cash being paid in lieu of any
fractional shares of common stock otherwise due to such holder. In addition, each CER holder will be entitled to receive
a number of additional shares of common stock equal to (i) the amount of any dividends or other distributions paid with
respect to the number of whole shares of common stock received by such CER holder in respect of such holder’s CERs
and having a record date on or after the closing of the Mosaic Mergers and a payment date prior to the issuance date of
such shares of common stock, divided by (ii) the Company share value. The probability-weighted expected return
method (“PWERM”) was utilized to estimate the return of capital and liquidation proceeds of the acquired asset
134
portfolio, considering each possible outcome, including the economic and projected performance of each acquired asset,
using a probability of
65
%
-
100
%
return of capital. The discounted cashflow technique was utilized by the Company to
assess the updated value of the acquired portfolio as of the revaluation date. The fair value of dividend distributions to
the CER holders was determined using a Monte Carlo simulation model which considers various potential results based
on the CER payments, volatility of the Company’s share value and projected dividend distributions.
The final purchase price allocation associated with the closing of the Mosaic Mergers valued the CERs at approximately
$
25.0
million
or
$
0.83
per CER. As of
December 31, 2024
, the CERs were valued at
zero
.
In certain cases, the inputs used to measure fair value may be categorized into different levels of the fair value hierarchy.
In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant
to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value
measurement in its entirety requires judgment and considers factors specific to the investment.
|
(in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||
|
December 31, 2024
|
|||||||
|
Assets:
|
|||||||
|
Money market funds
(1)
|
$
|
$
|
$
|
$
|
|||
|
Loans, net
|
|
|
|
|
|||
|
Loans, held for sale
|
|
|
|
|
|||
|
PPP loans
(2)
|
|
|
|
|
|||
|
MBS
|
|
|
|
|
|||
|
Derivative instruments
|
|
|
|
|
|||
|
Investment in unconsolidated joint ventures
|
|
|
|
|
|||
|
Preferred equity investment
(3)
|
|
|
|
|
|||
|
Total assets
|
$
|
$
|
$
|
$
|
|||
|
Liabilities:
|
|||||||
|
Derivative instruments
|
|
|
|
|
|||
|
Contingent consideration
|
|
|
|
|
|||
|
Total liabilities
|
$
|
$
|
$
|
$
|
|||
|
December 31, 2023
|
|||||||
|
Assets:
|
|||||||
|
Money market funds
(1)
|
$
|
$
|
$
|
$
|
|||
|
Loans, net
|
|
|
|
|
|||
|
Loans, held for sale
|
|
|
|
|
|||
|
PPP loans
(2)
|
|
|
|
|
|||
|
MBS
|
|
|
|
|
|||
|
Derivative instruments
|
|
|
|
|
|||
|
Investment in unconsolidated joint ventures
|
|
|
|
|
|||
|
Preferred equity investment
(3)
|
|
|
|
|
|||
|
Total assets
|
$
|
$
|
$
|
$
|
|||
|
Liabilities:
|
|||||||
|
Derivative instruments
|
|
|
|
|
|||
|
Contingent consideration
|
|
|
|
|
|||
|
Total liabilities
|
$
|
$
|
$
|
$
|
(1)
Money market funds are included in cash and cash equivalents on the consolidated balance sheets
(2) PPP loans are included in other assets on the
consolidated
balance sheets
(3) Preferred equity
investment
held through consolidated joint ventures is included in assets of consolidated VIEs on the consolidated balance
sheets
instruments, using third party information without adjustment.
135
|
(in thousands)
|
Fair Value
|
Predominant Valuation
Technique
(1)
|
Type
|
Range
|
Weighted Average
|
||||
|
December 31, 2024
|
|||||||||
|
Assets:
|
|||||||||
|
Investment in unconsolidated joint
ventures
|
$
|
Income Approach
|
Discount rate
|
|
|
||||
|
Preferred equity investment
|
$
|
Income Approach
|
Discount rate
|
|
|
||||
|
Total assets
|
$
|
||||||||
|
Liabilities:
|
|||||||||
|
Contingent consideration-
Madison One
|
|
Monte Carlo Simulation
Model
|
Net income volatility | Risk-
adjusted discount rate
|
|
|
||||
|
Total liabilities
|
$
|
||||||||
|
December 31, 2023
|
|||||||||
|
Assets:
|
|||||||||
|
Investment in unconsolidated joint
ventures
|
$
|
Income Approach
|
Discount rate
|
|
|
||||
|
Preferred equity investment
|
$
|
Income Approach
|
Discount rate
|
|
|
||||
|
Total assets
|
$
|
||||||||
|
Liabilities:
|
|||||||||
|
Contingent consideration- Mosaic
CER dividends
|
$
|
Monte Carlo Simulation
Model
|
Equity volatility | Risk-free
rate of return | Discount rate
|
|
|
||||
|
Contingent consideration- Mosaic
CER units
|
$
|
Income approach and
PWERM Model
|
Revaluation discount rate |
Discount rate
|
|
|
||||
|
Total liabilities
|
$
|
(1) Prices are weighted based on the UPB of the loans and securities included in the range for each class.
Included within Level 3 asset
s of
$
105.7
million
as of
December 31, 2024
and
$
125.1
million
as of
December 31, 2023
,
is
$
6.3
million
and
$
9.3
million
, respectively,
of quoted or transaction prices in which quantitative unobservable inputs
are not developed by the Company when measuring fair value.
136
|
Year Ended December 31,
|
|||
|
(in thousands)
|
2024
|
2023
|
|
|
Assets:
|
|||
|
Loans, net
|
|||
|
Beginning balance
|
$
|
$
|
|
|
Purchases or Originations
|
|
|
|
|
Unrealized gains (losses), net
|
(
|
(
|
|
|
Mergers and acquisitions
(1)
|
|
|
|
|
Transfer to (from) Level 3
|
(
|
|
|
|
Ending balance
|
$
|
$
|
|
|
Loans, held for sale
|
|||
|
Beginning balance
|
|
|
|
|
Sales / Principal payments
|
(
|
(
|
|
|
Unrealized gains (losses), net
|
(
|
(
|
|
|
Transfer to loans, held for investment
|
$
|
(
|
|
|
Transfer to (from) Level 3
|
$
|
$
|
|
|
Ending balance
|
$
|
$
|
|
|
Investment in unconsolidated joint ventures
|
|||
|
Beginning balance
|
|
|
|
|
Unrealized gains (losses), net
|
(
|
(
|
|
|
Ending balance
|
$
|
$
|
|
|
Preferred equity investment
(2)
|
|||
|
Beginning balance
|
|
|
|
|
Unrealized gains (losses), net
|
(
|
|
|
|
Ending balance
|
$
|
$
|
|
|
Total assets
|
|||
|
Beginning balance
|
|
|
|
|
Purchases or Originations
|
|
|
|
|
Sales / Principal payments
|
(
|
(
|
|
|
Unrealized gains (losses), net
|
(
|
(
|
|
|
Mergers and acquisitions
(1)
|
|
|
|
|
Transfer to loans, held for investment
|
|
(
|
|
|
Transfer to (from) Level 3
|
(
|
|
|
|
Ending balance
|
$
|
$
|
|
|
Liabilities:
|
|||
|
Contingent consideration
|
|||
|
Beginning balance
|
|
|
|
|
Sales / Principal payments
|
|
(
|
|
|
Realized (gains) losses, net
|
(
|
|
|
|
Unrealized (gains) losses, net
|
(
|
(
|
|
|
Mergers and acquisitions
(3)
|
$
|
$
|
|
|
Ending balance
|
$
|
$
|
|
(1)
Includes assets acquired and liabilities assumed as a result of the Funding Circle Acquisition. Refer to Note 5 for further details on assets acquired and liabilities assumed
in connection with the Funding Circle Acquisition.
(2)
Preferred equity investment held through consolidated joint ventures is included in assets of consolidated VIE's on the consolidated
balance
sheets.
(3)
Includes
assets acquired and liabilities assumed as a result of the Madison One Acquisition. Refer to Note 5 for further details on assets acquired and liabilities assumed
in connection with the Madison One Acquisition.
The Company’s policy is to recognize transfers in and transfers out as of the end of the period of the event or the date of
the change in circumstances that caused the transfer. Transfers between Level 2 and Level 3 generally relate to whether
there were changes in the significant relevant observable and unobservable inputs that are available for the fair value
measurements of such financial instruments.
Financial instruments not carried at fair value
value and are classified as Level 3.
137
|
December 31, 2024
|
December 31, 2023
|
||||||
|
(in thousands)
|
Carrying Value
|
Estimated
Fair Value
|
Carrying Value
|
Estimated
Fair Value
|
|||
|
Assets:
|
|||||||
|
Loans, net
|
$
|
$
|
$
|
$
|
|||
|
Loans, held for sale
|
|
|
|
|
|||
|
Servicing rights
|
|
|
|
|
|||
|
Total assets
|
$
|
$
|
$
|
$
|
|||
|
Liabilities:
|
|||||||
|
Secured borrowings
|
|
|
|
|
|||
|
Securitized debt obligations of consolidated VIEs, net
|
|
|
|
|
|||
|
Senior secured notes, net
|
|
|
|
|
|||
|
Guaranteed loan financing
|
|
|
|
|
|||
|
Corporate debt, net
|
|
|
|
|
|||
|
Total liabilities
|
$
|
$
|
$
|
$
|
|||
As of both
December 31, 2024
and
December 31, 2023
, other assets and accounts payable and accrued liabilities are not
carried at fair value but generally approximate fair value. Further details are presented in Note 18 – Other Assets and
Other Liabilities.
The Company performs servicing activities for third parties, which primarily include collecting principal, interest and
other payments from borrowers, remitting the corresponding payments to investors and monitoring delinquencies. The
Company’s servicing fees are specified by pooling and servicing agreements.
|
Year Ended December 31,
|
|||
|
(in thousands)
|
2024
|
2023
|
|
|
SBA
|
|||
|
Beginning net carrying amount
|
$
|
$
|
|
|
Additions
|
|
|
|
|
Amortization
|
(
|
(
|
|
|
Recovery (impairment)
|
(
|
|
|
|
Ending net carrying amount
|
$
|
$
|
|
|
Multi-family
|
|||
|
Beginning net carrying amount
|
|
|
|
|
Additions
|
|
|
|
|
Amortization
|
(
|
(
|
|
|
Ending net carrying amount
|
$
|
$
|
|
|
USDA
|
|||
|
Beginning net carrying amount
|
|
|
|
|
Additions
|
|
|
|
|
Amortization
|
(
|
|
|
|
Impairment
|
(
|
|
|
|
Ending net carrying amount
|
$
|
$
|
|
|
Small business loans
|
|||
|
Beginning net carrying amount
|
|
|
|
|
Additions
|
|
|
|
|
Amortization
|
(
|
|
|
|
Ending net carrying amount
|
$
|
$
|
|
|
Total servicing rights
|
$
|
$
|
|
The Company’s servicing rights are carried at amortized cost and evaluated quarterly for impairment. The Company
estimates the fair value of these servicing rights by using a combination of internal models and data provided by third-
party valuation experts. The assumptions used in the Company’s internal models include forward prepayment rates,
forward default rates, discount rates, and servicing expenses.
138
The Company’s models calculate the present value of expected future cash flows utilizing assumptions that it believes
are used by market participants. Forward prepayment rates, forward default rates and discount rates are derived from
historical experiences adjusted for prevailing market conditions. Components of the estimated future cash flows include
servicing fees, late fees, other ancillary fees and cost of servicing.
|
As of
December 31, 2024
|
As of
December 31, 2023
|
||||||
|
(in thousands)
|
UPB
|
Carrying Value
|
UPB
|
Carrying Value
|
|||
|
SBA
|
$
|
$
|
$
|
$
|
|||
|
Multi-family
|
|
|
|
|
|||
|
USDA
|
|
|
|
|
|||
|
Small business loans
|
|
|
|
|
|||
|
Total
|
$
|
$
|
$
|
$
|
|||
|
December 31, 2024
|
December 31, 2023
|
||||||||||
|
Range of input values
|
Weighted Average
|
Range of input values
|
Weighted Average
|
||||||||
|
SBA
|
|||||||||||
|
Forward prepayment rate
|
|
-
|
|
|
|
-
|
|
|
|||
|
Forward default rate
|
|
-
|
|
|
|
-
|
|
|
|||
|
Discount rate
|
|
-
|
|
|
|
-
|
|
|
|||
|
Servicing expense
|
|
-
|
|
|
|
-
|
|
|
|||
|
Multi-family
|
|||||||||||
|
Forward prepayment rate
|
|
-
|
|
|
|
-
|
|
|
|||
|
Forward default rate
|
|
-
|
|
|
|
-
|
|
|
|||
|
Discount rate
|
|
-
|
|
|
|
-
|
|
|
|||
|
Servicing expense
|
|
-
|
|
|
|
-
|
|
|
|||
|
USDA
(1)
|
|||||||||||
|
Forward prepayment rate
|
|
-
|
|
|
N/A
|
N/A
|
N/A
|
||||
|
Discount rate
|
|
-
|
|
|
N/A
|
N/A
|
N/A
|
||||
|
Servicing expense
|
|
-
|
|
|
N/A
|
N/A
|
N/A
|
||||
|
Small business loans
(2)
|
|||||||||||
|
Discount rate
|
|
-
|
|
|
N/A
|
N/A
|
N/A
|
||||
|
Servicing expense
|
|
-
|
|
|
N/A
|
N/A
|
N/A
|
||||
(1) Refer to Note 5 for further details on assets acquired and liabilities assumed in connection with the Madison One Acquisition.
(2) Refer to Note 5 for further details on assets acquired and liabilities assumed in connection with the Funding Circle Acquisition.
Assumptions can change between and at each reporting period as market conditions and projected interest rates change.
139
|
(in thousands)
|
December 31, 2024
|
December 31, 2023
|
|
|
SBA
|
|||
|
Forward prepayment rate
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
(
|
|
|
Impact of 20% adverse change
|
$
(
|
$
(
|
|
|
Forward default rate
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
(
|
|
|
Impact of 20% adverse change
|
$
(
|
$
(
|
|
|
Discount rate
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
(
|
|
|
Impact of 20% adverse change
|
$
(
|
$
(
|
|
|
Servicing expense
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
(
|
|
|
Impact of 20% adverse change
|
$
(
|
$
(
|
|
|
Multi-family
|
|||
|
Forward prepayment rate
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
(
|
|
|
Impact of 20% adverse change
|
$
(
|
$
(
|
|
|
Forward default rate
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
(
|
|
|
Impact of 20% adverse change
|
$
(
|
$
(
|
|
|
Discount rate
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
(
|
|
|
Impact of 20% adverse change
|
$
(
|
$
(
|
|
|
Servicing expense
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
(
|
|
|
Impact of 20% adverse change
|
$
(
|
$
(
|
|
|
USDA
|
|||
|
Forward prepayment rate
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
|
|
|
Impact of 20% adverse change
|
$
(
|
$
|
|
|
Discount rate
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
|
|
|
Impact of 20% adverse change
|
$
(
|
$
|
|
|
Servicing expense
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
|
|
|
Impact of 20% adverse change
|
$
(
|
$
|
|
|
Small business loans
|
|||
|
Discount rate
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
|
|
|
Impact of 20% adverse change
|
$
(
|
$
|
|
|
Servicing expense
|
|||
|
Impact of 10% adverse change
|
$
(
|
$
|
|
|
Impact of 20% adverse change
|
$
(
|
$
|
|
(in thousands)
|
December 31, 2024
|
|
2025
|
$
|
|
2026
|
|
|
2027
|
|
|
2028
|
|
|
2029
|
|
|
Thereafter
|
|
|
Total
|
$
|
In the fourth quarter of 2023, the Board approved a plan to strategically shift the Company’s core focus to LMM
commercial real estate lending and small business loans, which contemplates the disposition of assets and liabilities of
140
the Company’s residential mortgage banking segment. Accordingly, the then Residential Mortgage Banking segment
met the criteria to be classified as held for sale on the consolidated balance sheets, presented as discontinued operations
on the consolidated statements of operations, and excluded from continuing operations for all periods presented. In the
second and fourth quarters of 20
24, the Company sold
$
4.7
billion
and
$
2.9
billion
of residential mortgage servicing
rights for net proceeds of
$
61.8
million
and
$
47.4
million
as part of the
Company’s disposition of its residential
mortgage banking segment.
The Company expects to complete the
disposition
of its residential mortgage banking
segment in the
first quarter of 202
5.
sale.
|
(in thousands)
|
December 31, 2024
|
December 31, 2023
|
|
|
Assets
|
|||
|
Cash and cash equivalents
|
$
|
$
|
|
|
Restricted cash
|
|
|
|
|
Loans, net
|
|
|
|
|
Loans, held for sale
|
|
|
|
|
Loans eligible for repurchase from Ginnie Mae
|
|
|
|
|
Derivative instruments
|
|
|
|
|
Servicing rights
(1)
|
|
|
|
|
Other assets
|
|
|
|
|
Total Assets
|
$
|
$
|
|
|
Liabilities
|
|||
|
Secured borrowings
|
$
|
$
|
|
|
Liabilities for loans eligible for repurchase from Ginnie Mae
|
|
|
|
|
Derivative instruments
|
|
|
|
|
Accounts payable and other accrued liabilities
|
|
|
|
|
Total Liabilities
|
$
|
$
|
(1)
Servicing rights are Level 3 assets that had been measured at fair value using the income approach valuation technique.
Refer to Note 7- Fair value measurements for
further details.
The table below presents the operating results of the Residential Mortgage Banking segment presented as discontinued
o
peration
s.
|
For the Year Ended December 31,
|
|||||
|
(in thousands)
|
2024
|
2023
|
2022
|
||
|
Interest income
|
$
|
$
|
$
|
||
|
Interest expense
|
(
|
(
|
(
|
||
|
Net interest expense
|
$
(
|
$
(
|
$
(
|
||
|
Non-interest income
|
|||||
|
Residential mortgage banking activities
|
|
|
|
||
|
Net realized gain (loss) on financial instruments
|
|
|
|
||
|
Net unrealized gain (loss) on financial instruments
|
(
|
(
|
|
||
|
Servicing income, net of amortization and impairment
|
|
|
|
||
|
Other income
|
|
|
|
||
|
Total non-interest income
|
$
|
$
|
$
|
||
|
Non-interest expense
|
|||||
|
Employee compensation and benefits
|
(
|
(
|
(
|
||
|
Variable expenses on residential mortgage banking activities
|
(
|
(
|
(
|
||
|
Professional fees
|
(
|
(
|
(
|
||
|
Loan servicing expense
|
(
|
(
|
(
|
||
|
Other operating expenses
|
(
|
(
|
(
|
||
|
Total non-interest expense
|
$
(
|
$
(
|
$
(
|
||
|
Income (loss) from discontinued operations before provision for income taxes
|
(
|
(
|
|
||
|
Income tax (provision) benefit
|
|
|
(
|
||
|
Net income (loss) from discontinued operations
|
$
(
|
$
(
|
$
|
||
141
|
Pledged Assets
|
Carrying Value
December 31,
|
|||||||||
|
Lenders
(1)
|
Asset Class
|
Current Maturity
(2)
|
Pricing
(3)
|
Facility Size
|
Carrying
Value
|
2024
|
2023
|
|||
|
3
|
SBA loans
|
March 2025-November
2025
|
SOFR
+
Prime
-
|
$
|
$
|
$
|
$
|
|||
|
1
|
LMM loans - USD
|
February 2026
|
SOFR
+
|
|
|
|
|
|||
|
1
|
LMM loans - Non-USD
(4)
|
January 2027
|
EURIBOR
+
|
|
|
|
|
|||
|
Total borrowings under credit facilities and other financing agreements
|
$
|
$
|
$
|
$
|
||||||
|
9
|
LMM loans
|
March 2025 - November
2026
|
SOFR
+
|
|
|
|
|
|||
|
1
|
LMM loans - Non-USD
(4)
|
Matured
|
EURIBOR
+
|
|
|
|
|
|||
|
7
|
MBS
|
January 2025 - June 2025
|
|
|
|
|
|
|||
|
Total borrowings under repurchase agreements
|
$
|
$
|
$
|
$
|
||||||
|
Total secured borrowings
|
$
|
$
|
$
|
$
|
||||||
(1)
Represents the total number of facility lenders.
(2)
Current maturity does not reflect extension options available beyond original commitment terms.
(3)
Asset class pricing is determined using an index rate plus a weighted average spread.
(4)
Non-USD denominated
credit facilities
and
repurchase agreements
have been converted into USD for purposes of this disclosure.
In the table above, the agreements governing secured borrowings require maintenance of certain financial and debt
covenants. As of both
December 31, 2024
and
December 31, 2023
, certain financing counterparties covenants
calculations were amended to exclude the PPPLF from certain covenant calculations. As of both
December 31, 2024
and
December 31, 2023
the Company was in compliance with all debt and financial covenants.
|
Pledged Assets Carrying Value
|
|||
|
(in thousands)
|
December 31, 2024
|
December 31, 2023
|
|
|
Collateral pledged - borrowings under credit facilities and other financing agreements
|
|||
|
Loans, held for sale
|
$
|
$
|
|
|
Loans, net
|
|
|
|
|
Total
|
$
|
$
|
|
|
Collateral pledged - borrowings under repurchase agreements
|
|||
|
Loans, net
|
|
|
|
|
MBS
|
|
|
|
|
Retained interest in assets of consolidated VIEs
|
|
|
|
|
Loans, held for sale
|
|
|
|
|
Real estate acquired in settlement of loans
|
|
|
|
|
Total
|
$
|
$
|
|
|
Total collateral pledged on secured borrowings
|
$
|
$
|
|
Senior secured notes, net
ReadyCap Holdings, LLC (“
ReadyCap Holdings
”)
4.50
%
senior secured notes due 2026.
On October 20, 2021,
ReadyCap Holdings, an indirect subsidiary of the Company, completed the offer
and
sale of
$
350.0
million
of its
4.50
%
Senior Secured Notes due 2026 (the “Senior Secured Notes”). The Senior Secured Notes are fully and unconditionally
guaranteed by the Company, each direct parent entity of ReadyCap Holdings, and other direct or indirect subsidiaries of
the Company from time to time that is a direct parent entity of Sutherland Asset III, LLC or otherwise pledges collateral
to secure the Senior Secured Notes (collectively, the “SSN Guarantors”).
ReadyCap Holdings’ and the SSN Guarantors’ respective obligations under the Senior Secured Notes are secured by a
perfected first-priority lien on certain capital stock and assets (collectively, the “SSN Collateral”) owned by certain
subsidiaries of the Company.
The Senior Secured Notes are redeemable by ReadyCap Holdings’ following a non-call period, through the payment of
the outstanding principal balance of the Senior Secured Notes plus a “make-whole” or other premium that decreases the
142
closer the Senior Secured Notes are to maturity. ReadyCap Holdings is required to offer to repurchase the Senior
Secured Notes at
101
%
of the principal balance of the Senior Secured Notes in the event of a change in control and a
downgrade of the rating on the Senior Secured Notes in connection therewith, as set forth more fully in the note purchase
agreement.
The Senior Secured Notes were issued pursuant to a note purchase agreement, which contains certain customary negative
covenants and requirements relating to the collateral and our company, ReadyCap Holdings, and the SSN Guarantors,
including maintenance of minimum liquidity, minimum tangible net worth, maximum debt to net worth ratio and
limitations on transactions with affiliates.
Ready Term Holdings, LLC (“Ready Term Holdings”) term loan due 2029.
On April 12, 2024, Ready Term Holdings,
an indirect subsidiary of the Company, entered into a credit agreement which provides for a delayed draw term loan to
the Company in an aggregate principal amount not to exceed
$
115.25
million
(the “Term Loan”). The Term Loan is fully
and unconditionally guaranteed by the Company and other direct or indirect subsidiaries of the Company from time to
time that pledge collateral to secure the Term Loan (collectively, the “Term Loan Guarantors”).
Ready Term Holdings’ and the Term Loan Guarantors’ respective obligations under the Term Loan are secured by a
perfected first-priority lien on certain capital stock and assets (collectively, the “Term Loan Collateral”) owned by
certain subsidiaries of the Company.
The Term Loan matures on April 12, 2029, and may be drawn at any time on or prior to January 12, 2025, subject to the
satisfaction of customary conditions. The Company borrowed
$
75.0
million
in connection with the initial closing of the
Term Loan. On August 19, 2024, the Company borrowed an additional
$
20.0
million
.
The Term Loan bears interest on
the outstanding principal amount thereof at a rate equal to (a) SOFR plus
5.50
%
per annum or (b) base rate plus
4.50
%
per annum; provided that if at any time the Term Loan is rated below investment grade, the interest rate shall increase to
(x) SOFR plus
6.50
%
per annum or (y) base rate plus
5.50
%
per annum until the rating is no longer below investment
grade. In connection with the entry into the credit agreement, the Company also agreed to pay certain upfront fees on the
initial borrowing date. The Company will also pay, with respect to any unused portion of the Term Loan, a commitment
fee of
1.00
%
per
annum
.
The Term Loan was issued pursuant to a credit agreement, which contains certain customary representations and
warranties and affirmative and negative covenants and requirements relating to the collateral and our Company, Ready
Term Holdings, and the Term Loan Guarantors, including maintenance of a minimum asset coverage ratio.
As of
December 31, 2024
, the Company was in compliance with all covenants with respect to the Senior Secured Notes
and the Term Loan.
Corporate debt, net
The Company issues
senior unsecured notes in public and private transactions. The notes are governed by a base
indenture and supplemental indentures. Often, the notes are redeemable by us following a non-call period, through the
payment of the outstanding principal balance plus a “make-whole” or other premium that typically decreases the closer
the notes are to maturity.
The Company often is
required to offer to repurchase the notes, in some cases at
101
%
of the
principal balance of the notes, in the event of a change in control or fundamental change pertaining to our company, as
defined in the applicable supplemental indentures. The notes rank equal in right of payment to any of
its
existing and
future unsecured and unsubordinated indebtedness; effectively junior in right of payment to any of
its
existing and future
secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all
existing and future indebtedness, other liabilities (including trade payables) and (to the extent not held by us) preferred
stock, if any, of our subsidiaries. The supplemental indentures governing the notes often contain customary negative
covenants and financial covenants relating to maintenance of minimum liquidity, minimum tangible net worth,
maximum debt to net worth ratio and limitations on transactions with affiliates.
In addition, in connection with the Broadmark Merger, RCC Merger Sub, a wholly owned subsidiary of the operating
partnership, assumed Broadmark’s obligations on certain senior unsecured notes. The note purchase agreement
governing these notes contains financial covenants that require compliance with leverage and coverage ratios and
maintenance of minimum tangible net worth, as well as other customary affirmative and negative covenants.
143
As of
December 31, 2024
, the Company was in compliance with all covenants with respect to its Corporate debt.
The Debt ATM Agreement
On May 20, 2021, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B.
Riley Securities, Inc. (the “Agent”), pursuant to which it may offer and sell, from time to time, up to
$
100.0
million
of
the
6.20
%
2026 Notes and the
5.75
%
2026 Notes. Sales of the
6.20
%
2026 Notes and the
5.75
%
2026 Notes pursuant to
the Sales Agreement, if any, may be made in transactions that are deemed to be “at the market offerings” as defined in
Rule 415 under the Securities Act (the “Debt ATM Program”). The Agent is not required to sell any specific number of
the notes, but the Agent will make all sales using commercially reasonable efforts consistent with its normal trading and
sales practices on mutually agreed terms between the Agent and the Company.
No
such sales through the Debt ATM
Program were made during the
years
ended
December 31, 2024
or
December 31, 2023
, respectively.
transactions.
|
(in thousands)
|
Coupon Rate
|
Maturity Date
|
December 31, 2024
|
||
|
Senior secured notes principal amount
(1)
|
|
10/20/2026
|
$
|
||
|
Term loan principal amount
(2)
|
SOFR
+
|
4/12/2029
|
|
||
|
Unamortized discount - Senior secured notes
|
(
|
||||
|
Unamortized deferred financing costs - Term loan
|
(
|
||||
|
Total senior secured notes, net
|
$
|
||||
|
Corporate debt principal amount
(3)
|
|
12/30/2028
|
|
||
|
Corporate debt principal amount
(4)
|
|
7/30/2026
|
|
||
|
Corporate debt principal amount
(4)
|
|
2/15/2026
|
|
||
|
Corporate debt principal amount
(5)
|
|
4/30/2025
|
|
||
|
Corporate debt principal amount
(6)
|
|
7/31/2027
|
|
||
|
Corporate debt principal amount
(7)
|
|
11/15/2026
|
|
||
|
Corporate debt principal amount
(8)
|
|
12/15/2029
|
|
||
|
Unamortized discount - corporate debt
|
(
|
||||
|
Unamortized deferred financing costs - corporate debt
|
(
|
||||
|
Junior subordinated notes principal amount
(9)
|
SOFR
+
|
3/30/2035
|
|
||
|
Junior subordinated notes principal amount
(10)
|
SOFR
+
|
4/30/2035
|
|
||
|
Total corporate debt, net
|
$
|
||||
|
Total carrying amount of debt
|
$
|
(1)
Interest on the senior secured notes is payable semiannually on April 20 and October 20 of each year.
(2)
Interest on the term loan is payable quarterly on January 12, April 12, July 12 and October 12 of each year.
(3)
Interest on the corporate debt is payable semiannually on June 30 and December 30 of each year.
(4)
Interest on the corporate debt is payable quarterly on January 30, April 30, July 30, and October 30 of each year.
(5)
Interest on the corporate debt is payable semiannually on April 30 and October 30 of each year.
(6)
Interest on the corporate debt is payable semiannually on January 31 and July 31 of each year.
(7)
Interest on the corporate debt is payable semiannually on May 15 and November 15 of each year; assumed as part of the Broadmark Merger.
(8)
Interest on the corporate debt is payable quarterly on March 15, June 15, September 15, and December 15 of each year.
(9)
Interest on the Junior subordinated notes I-A is payable quarterly on March 30, June 30, September 30, and December 30 of each year.
|
(in thousands)
|
December 31, 2024
|
|
2025
|
$
|
|
2026
|
|
|
2027
|
|
|
2028
|
|
|
2029
|
|
|
Thereafter
|
|
|
Total contractual amounts
|
$
|
|
Unamortized deferred financing costs, discounts, and premiums, net
|
(
|
|
Total carrying amount of debt
|
$
|
Participations or other partial loan sales which do not meet the definition of a participating interest remain as an
investment in the consolidated balance sheets and the portion sold is recorded as guaranteed loan financing in the
144
liabilities section of the consolidated balance sheets. For these partial loan sales, the interest earned on the entire loan
balance is recorded as interest income and the interest earned by the buyer in the partial loan sale is recorded within
interest expense in the accompanying consolidated statements of operations. Guaranteed loan financings are secured by
loans
of
$
691.0
million
an
d
$
845.0
million
as of
December 31, 2024
and
December 31, 2023
, respectively.
|
(in thousands)
|
Weighted Average
Interest Rate
|
Range of Interest
Rates
|
Range of
Maturities (Years)
|
Ending Balance
|
|||
|
December 31, 2024
|
|
|
2025
-
2048
|
$
|
|||
|
December 31, 2023
|
|
|
2023
-
2048
|
$
|
|
(in thousands)
|
December 31, 2024
|
|
2025
|
$
|
|
2026
|
|
|
2027
|
|
|
2028
|
|
|
2029
|
|
|
Thereafter
|
|
|
Total
|
$
|
In the normal
course
of business, the Company enters into certain types of transactions with entities that are considered
to be VIEs. The Company’s primary involvement with VIEs has been related to its securitization transactions in which it
transfers assets to securitization vehicles, most notably trusts. The Company primarily securitizes its acquired and
originated loans, which provides a source of funding and has enabled it to transfer a certain portion of economic risk on
loans or related debt securities to third parties. The Company also transfers originated loans to securitization trusts
sponsored by third parties, most notably Freddie Mac. Third-party securitizations are securitization entities in which it
maintains an economic interest but does not sponsor. The entity that has a controlling financial interest in a VIE is
referred to as the primary beneficiary and is required to consolidate the VIE. The majority of the VIE activity in which
the Company is involved in are consolidated within its financial statements. Refer to Note 3 – Summary of Significant
Accounting Policies for a discussion of accounting policies applied to the consolidation of the VIE and transfer of the
loans in connection with the securitization.
Consolidated VIEs
The Company consolidates variable interests held in an acquired joint venture investment for which it is the primary
beneficiary. The equity held by the remaining owners and their portions of net income (loss) are reflected in
stockholders’ equity on the consolidated balance sheets as Non-controlling interests and in the consolidated statements of
operations as Net income attributable to noncontrolling interests, respectively. As of
December 31, 2024
and
December 31, 2023
, income and expenses on joint venture investments identified as consolidated VIEs were not
material.
145
|
(in thousands)
|
December 31, 2024
|
December 31, 2023
|
|
|
Assets:
|
|||
|
Cash and cash equivalents
|
$
|
$
|
|
|
Restricted cash
|
|
|
|
|
Loans, net
|
|
|
|
|
Preferred equity investment
(1)
|
|
|
|
|
Accrued interest
(1)
|
|
|
|
|
Other assets
|
|
|
|
|
Total assets
|
$
|
$
|
|
|
Liabilities:
|
|||
|
Securitized debt obligations of consolidated VIEs, net
|
|
|
|
|
Due to third parties
(2)
|
|
|
|
|
Accounts payable and other accrued liabilities
(2)
|
|
|
|
|
Total liabilities
|
$
|
$
|
(1)
Preferred equity investment and Accrued interest held through consolidated VIEs are included in Assets of consolidated VIEs on the consolidated balance sheets.
(2)
Due to third parties and Accounts payable and other accrued liabilities held through consolidated VIEs are included in Liabilities of consolidated VIEs on the
consolidated balance sheets.
Securitization-related VIEs
Company sponsored securitizations.
In a securitization transaction, assets are transferred to a trust, which generally
meets the definition of a VIE. The Company’s primary securitization activity is in the form of LMM and SBL loan
securitizations, conducted through securitization trusts, which are typically consolidated, as the company is the primary
beneficiary.
As a result of the consolidation, the securitization is viewed as a loan financing to enable the creation of the senior
security and ultimately, sale to a third-party investor. As such, the senior security is presented in the consolidated balance
sheets as securitized debt obligations of consolidated VIEs. The third-party beneficial interest holders in the VIE have no
recourse against the Company, with the exception of an obligation to repurchase assets from the VIE in the event that
certain representations and warranties in relation to the loans sold to the VIE are breached. In the absence of such a
breach, the Company has no obligation to provide any other explicit or implicit support to any VIE.
The securitization trust receives principal and interest on the underlying loans and distributes those payments to the
certificate holders. The assets and other instruments held by the securitization trust are restricted in that they can only be
used to fulfill the obligations of the securitization trust. The risks associated with the Company’s involvement with the
VIE is limited to the risks and rights as a certificate holder of the securities retained by the Company.
The consolidation of securitization transactions includes the senior securities issued to third parties which are shown as
securitized debt obligations of consolidated VIEs in the consolidated balance sheets.
146
|
December 31, 2024
|
December 31, 2023
|
||||||||||
|
(in thousands)
|
Current
Principal
Balance
|
Carrying
value
|
Weighted
Average
Interest Rate
|
Current
Principal
Balance
|
Carrying
value
|
Weighted
Average
Interest Rate
|
|||||
|
ReadyCap Lending Small Business Trust 2019-2
|
$
|
$
|
|
$
|
$
|
|
|||||
|
ReadyCap Lending Small Business Trust 2023-3
|
|
|
|
|
|
|
|||||
|
Sutherland Commercial Mortgage Trust 2017-SBC6
|
|
|
|
|
|
|
|||||
|
Sutherland Commercial Mortgage Trust 2019-SBC8
|
|
|
|
|
|
|
|||||
|
Sutherland Commercial Mortgage Trust 2021-SBC10
|
|
|
|
|
|
|
|||||
|
ReadyCap Commercial Mortgage Trust 2015-2
|
|
|
|
|
|
|
|||||
|
ReadyCap Commercial Mortgage Trust 2016-3
|
|
|
|
|
|
|
|||||
|
ReadyCap Commercial Mortgage Trust 2018-4
|
|
|
|
|
|
|
|||||
|
ReadyCap Commercial Mortgage Trust 2019-5
|
|
|
|
|
|
|
|||||
|
ReadyCap Commercial Mortgage Trust 2019-6
|
|
|
|
|
|
|
|||||
|
ReadyCap Commercial Mortgage Trust 2022-7
|
|
|
|
|
|
|
|||||
|
Ready Capital Mortgage Financing 2021-FL5
|
|
|
|
|
|
|
|||||
|
Ready Capital Mortgage Financing 2021-FL6
|
|
|
|
|
|
|
|||||
|
Ready Capital Mortgage Financing 2021-FL7
|
|
|
|
|
|
|
|||||
|
Ready Capital Mortgage Financing 2022-FL8
|
|
|
|
|
|
|
|||||
|
Ready Capital Mortgage Financing 2022-FL9
|
|
|
|
|
|
|
|||||
|
Ready Capital Mortgage Financing 2022-FL10
|
|
|
|
|
|
|
|||||
|
Ready Capital Mortgage Financing 2023-FL11
|
|
|
|
|
|
|
|||||
|
Ready Capital Mortgage Financing 2023-FL12
|
|
|
|
|
|
|
|||||
|
Total
|
$
|
$
|
|
$
|
$
|
|
|||||
The table above excludes non-company sponsored securitized debt obligations of
$
0.1
million
and
$
1.6
million
that are
included in the consolidated balance sheets as of
December 31, 2024
and
December 31, 2023
, respectively.
Repayment of securitized debt will be dependent upon the cash flows generated by the loans in the securitization trust
that collateralize such debt. The actual cash flows from the securitized loans are comprised of coupon interest, scheduled
principal payments, prepayments and liquidations of the underlying loans. The actual term of the securitized debt may
differ significantly from the Company’s estimate given that actual interest collections, mortgage prepayments and/or
losses on liquidation of mortgages may differ significantly from those expected.
Third-party sponsored securitizations.
For most third-party sponsored securitizations, the Company determined that it is
not the primary beneficiary because it does not have the power to direct the activities that most significantly impact the
economic performance of these entities. Specifically, the Company does not manage these entities or otherwise solely
hold decision making powers that are significant, which include special servicing decisions. As a result of this
assessment, the Company does not consolidate any of the underlying assets and liabilities of these trusts and only
accounts for its specific interests in them.
Unconsolidated VIEs
The Company does not consolidate variable interests held in an acquired joint venture investment accounted for as an
equity method investment as it does not have the power to direct the activities that most significantly impact their
economic performance and therefore, the Company only accounts for its specific interest in them.
|
Carrying Amount
|
Maximum Exposure to Loss
(1)
|
||||||
|
(in thousands)
|
December 31, 2024
|
December 31, 2023
|
December 31, 2024
|
December 31, 2023
|
|||
|
MBS
(2)
|
$
|
$
|
$
|
$
|
|||
|
Investment in unconsolidated joint ventures
|
|
|
|
|
|||
|
Total assets in unconsolidated VIEs
|
$
|
$
|
$
|
$
|
|||
(1)
Maximum exposure to loss is limited to the greater of the fair value or carrying value of the assets as of the consolidated balance sheet date.
147
Interest income and expense are recorded in the consolidated statements of operations and classified based on the nature
of the underlying asset or liability.
|
Year Ended December 31,
|
|||||
|
(in thousands)
|
2024
|
2023
|
2022
|
||
|
Interest income
|
|||||
|
Loans, net
|
|||||
|
Bridge
|
$
|
$
|
$
|
||
|
Fixed rate
|
|
|
|
||
|
Construction
|
|
|
|
||
|
SBA - 7(a)
|
|
|
|
||
|
PPP
(1)
|
|
|
|
||
|
Other
|
|
|
|
||
|
Total loans, net
(2)
|
$
|
$
|
$
|
||
|
Loans, held for sale
|
|||||
|
Fixed rate
|
|
|
|
||
|
Construction
|
|
|
|
||
|
SBA - 7(a)
|
|
|
|
||
|
Other
|
|
|
|
||
|
Total loans, held for sale
(2)
|
$
|
$
|
$
|
||
|
Loans, held at fair value
|
|||||
|
Other
|
|
|
|
||
|
Total loans, held at fair value
|
$
|
$
|
$
|
||
|
Investments held to maturity
(1)
|
|
|
|
||
|
Preferred equity investment
(2)
|
|
|
|
||
|
MBS
|
|
|
|
||
|
Total interest income
|
$
|
$
|
$
|
||
|
Interest expense
|
|||||
|
Secured borrowings
|
(
|
(
|
(
|
||
|
PPPLF borrowings
(3)
|
(
|
(
|
(
|
||
|
Securitized debt obligations of consolidated VIEs
|
(
|
(
|
(
|
||
|
Guaranteed loan financing
|
(
|
(
|
(
|
||
|
Senior secured notes
|
(
|
(
|
(
|
||
|
Convertible note
|
|
(
|
(
|
||
|
Corporate debt
|
(
|
(
|
(
|
||
|
Total interest expense
|
$
(
|
$
(
|
$
(
|
||
|
Net interest income before provision for loan losses
|
$
|
$
|
$
|
||
(1)
Included in Other assets on the consolidated balance sheets.
(2)
Includes interest income on assets in consolidated VIEs.
The Company is exposed to changing interest rates and market conditions, which affect cash flows associated with
borrowings. The Company uses derivative instruments to manage interest rate risk and conditions in the commercial
mortgage market and, as such, views them as economic hedges. Interest rate swaps are used to mitigate the exposure to
changes in interest rates and involve the receipt of variable-rate interest amounts from a counterparty in exchange for
making payments based on a fixed interest rate over the life of the swap contract.
For derivative instruments where the Company has not elected hedge accounting, fair value adjustments are recorded in
earnings. The fair value adjustments for interest rate swaps, along with the related interest income, interest expense and
gains (losses) on termination of such instruments, are reported as a net realized gain on financial instruments in the
consolidated statements of operations.
As described in Note 3, for qualifying cash flow hedges, the change in the fair value of derivatives is recorded in OCI
and not recognized in the consolidated statements of operations. Derivative movements impacting earnings are
recognized on a consistent basis with the classification of the hedged item, primarily interest expense. The ineffective
portions of the cash flow hedges are immediately recognized in earnings.
148
derivative assets and liabilities by type. Refer to Note
22
for further details on derivative assets and liabilities by product
type.
|
December 31, 2024
|
December 31, 2023
|
|||||||||||
|
(in thousands)
|
Primary Underlying Risk
|
Notional
Amount
|
Derivative
Asset
|
Derivative
Liability
|
Notional
Amount
|
Derivative
Asset
|
Derivative
Liability
|
|||||
|
Interest Rate Swaps - not designated as hedges
|
Interest rate risk
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
|
Interest Rate Swaps - designated as hedges
|
Interest rate risk
|
|
|
|
|
|
|
|||||
|
FX forwards
|
Foreign exchange rate risk
|
|
|
(
|
|
|
(
|
|||||
|
Total
|
$
|
$
|
$
(
|
$
|
$
|
$
(
|
||||||
|
(in thousands)
|
Net Realized
Gain (Loss)
|
Net Unrealized
Gain (Loss)
|
|
|
Year Ended December 31, 2024
|
|||
|
Interest rate swaps
|
$
|
$
(
|
|
|
FX forwards
|
|
|
|
|
Total
|
$
|
$
(
|
|
|
Year Ended December 31, 2023
|
|||
|
Interest rate swaps
|
$
|
$
(
|
|
|
FX forwards
|
|
(
|
|
|
Total
|
$
|
$
(
|
In the table above:
•
Gains (losses) on interest rate swaps and FX forwards are recorded in net unrealized gain (loss) on financial
instruments or net realized gain (loss) on financial instruments in the consolidated statements of operations.
•
For qualifying hedges of interest rate risk on interest rate swaps, the effective portion relating to the unrealized
gain (loss) on derivatives are recorded in AOCI.
|
(in thousands)
|
Derivatives - effective portion
reclassified from AOCI to income
|
Derivatives - effective portion
recorded in OCI
|
Total change in OCI for period
|
||
|
Interest rate swaps
|
|||||
|
Year Ended December 31, 2024
|
$
(
|
$
(
|
$
|
||
|
Year Ended December 31, 2023
|
$
(
|
$
(
|
$
(
|
In the table above:
•
Forecasted transactions on interest rates consists of benchmark interest rate hedges of SOFR and LIBOR-
indexed floating-rate liabilities.
•
Hedge ineffectiveness is the amount by which the cumulative gain or loss on the designated derivative
instrument exceeds the present value of the cumulative expected change in cash flows on the hedged item
attributable to the hedged risk.
•
Amounts recorded in OCI for the period represents after tax amounts.
149
|
(in thousands)
|
December 31, 2024
|
December 31, 2023
|
|
|
Acquired Portfolio:
|
|||
|
Mixed use
|
$
|
$
|
|
|
Multi-family
|
|
|
|
|
Lodging
|
|
|
|
|
Residential
|
|
|
|
|
Office
|
|
|
|
|
Land
|
|
|
|
|
Total Acquired REO
(1)
|
$
|
$
|
|
|
Other REO Held for Sale:
|
|||
|
Office
|
|
|
|
|
Mixed use
|
|
|
|
|
Multi-family
|
|
|
|
|
Other
|
|
|
|
|
Total Other REO
|
$
|
$
|
|
|
Total real estate owned, held for sale
|
$
|
$
|
(1)
Refer to Note 5 for further details on assets acquired and liabilities assumed in connection with the Broadmark Merger.
In the table above, Other REO excludes
$
1.6
million
and
$
1.9
million
as of
December 31, 2024
and
December 31, 2023
,
respectively, of real estate owned, held for sale within consolidated VIEs.
Subsequent to the determination of the preliminary purchase price allocation, based on updated valuations obtained, the
Company recorded a measurement period adjustment of
$
23.7
million
to decrease the value of real estate owned, held
for sale in connection with the Broadmark Merger. Refer to Note 5 for further details on assets acquired and liabilities
assumed in connection with the Broadmark Merger.
Management Agreement
The Company has entered into a management agreement with its Manager (the “Management Agreement”), which
describes the services to be provided to the Company by its Manager and compensation for such services. The
Company’s Manager is responsible for managing the Company’s day-to-day operations, subject to the direction and
oversight of the Board.
Management fee.
Pursuant to the terms of the Management Agreement, the Manager is paid a management fee
calculated and payable quarterly in arrears equal to
1.5
%
per annum of the Company’s stockholders’ equity (as defined
in the Management Agreement) up to
$
500
million
and
1.00
%
per annum of stockholders’ equity in excess of
$
500
million
.
|
Year Ended December 31,
|
|||
|
2024
|
2023
|
||
|
Management fee - total
|
$
|
$
|
|
|
Management fee - amount unpaid
|
$
|
$
|
|
Incentive distribution.
The
Manager
is entitled to an incentive distribution in an amount equal to the product of (i)
15
%
and (ii) the excess of (a) core earnings as defined in the partnership agreement (IFCE
)
on a rolling four-quarter basis
over (b) an amount equal to
8.00
%
per annum multiplied by the weighted average of the issue price per share of the
common stock or OP units multiplied by the weighted average number of shares of common stock outstanding, provided
that IFCE over the prior twelve calendar quarters is greater than
zero
. For purposes of determining the incentive
distribution payable to the Manager, incentive fee core earnings (“IFCE”) is defined under the partnership agreement of
the operating partnership as GAAP net income (loss) of the Operating Partnership excluding non-cash equity
compensation expense, the expenses incurred in connection with the Operating Partnership's formation or continuation,
the incentive distribution, real estate depreciation and amortization (to the extent that the Company forecloses on any
150
properties underlying its assets) and any unrealized gains, losses, or other non-cash items recorded in the period,
regardless of whether such items are included in other comprehensive income or loss, or in net income. The amount will
be adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges after
discussions between the Manager and the Company’s independent directors and after approval by a majority of the
independent directors.
|
Year Ended December 31,
|
|||
|
2024
|
2023
|
||
|
Incentive fee distribution - total
|
$
|
$
|
|
|
Incentive fee distribution - amount unpaid
|
$
|
$
|
|
The Management Agreement may be terminated upon the affirmative vote of at least two-thirds of the Company’s
independent directors or the holders of a majority of the outstanding common stock (excluding shares held by employees
and affiliates of the Manager), based upon (1) unsatisfactory performance by the Manager that is materially detrimental
to the Company or (2) a determination that the management fee payable to the Manager is not fair, subject to the
Manager’s right to prevent such a termination based on unfair fees by accepting a mutually acceptable reduction of
management fees agreed to by at least two-thirds of the Company’s independent directors. The Manager must be
provided with written notice of any such termination at least
180
days
prior to the expiration of the then existing term.
Additionally, upon such a termination by the Company without cause (or upon termination by the Manager due to the
Company’s material breach), the management agreement provides that the Company will pay the Manager a termination
fee equal to
three
times the average annual base management fee earned by the Manager during the prior
24
month
period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal
quarter prior to the date of termination, except upon an internalization. Additionally, if the management agreement is
terminated under circumstances in which the Company is obligated to make a termination payment to the Manager, the
operating partnership shall repurchase, concurrently with such termination, the Class A special unit for an amount equal
to
three
times the average annual amount of the incentive distribution paid or payable in respect of the Class A special
unit during the
24
month
period immediately preceding such termination, calculated as of the end of the most recently
completed fiscal quarter before the date of termination.
The current term of the Management Agreement will expire on October 31, 2025 and is automatically renewed for
successive
one
-year
terms on each anniversary thereafter; provided, however, that either the Company, under the certain
limited circumstances described above that would require the Company and the operating partnership to make the
payments described above, or the Manager may terminate the Management Agreement annually upon
180
days
prior
notice.
Expense reimbursement
.
In addition to the management fees and incentive distribution described above, the Company
is also responsible for reimbursing the Manager for certain expenses paid by the Manager on behalf of the Company and
for certain services provided by the Manager to the Company. Expenses incurred by the Manager and reimbursed by the
Company are typically included in salaries and benefits or general and administrative expense in the consolidated
statements of operations.
|
Year Ended December 31,
|
|||
|
2024
|
2023
|
||
|
Reimbursable expenses payable to Manager - total
|
$
|
$
|
|
|
Reimbursable expenses payable to Manager - amount unpaid
|
$
|
$
|
|
Co-Investment with Manager
On July 15, 2022, the Company closed on a
$
125.0
million
commitment to invest into a parallel vehicle, Waterfall Atlas
Anchor Feeder, LLC (the “Fund”), a fund managed by the Manager, in exchange for interests in the Fund. In exchange
for the Company’s commitment, the Company is entitled to
15
%
of any carried interest distributions received by the
general partner of the Fund such that over the life of the Fund, the Company receives an internal rate of return of
1.5
%
over the internal rate of return of the Fund. The Fund focuses on commercial real estate equity through the acquisition of
151
distressed and value-add real estate across property types with local operating partners. As of
December 31, 2024
, the
Company has contributed
$
92.0
million
of cash into the Fund for a remaining commitment of
$
33.0
million
.
|
(in thousands)
|
December 31, 2024
|
December 31, 2023
|
|
|
Other assets:
|
|||
|
Goodwill
|
$
|
$
|
|
|
Deferred loan exit fees
|
|
|
|
|
Accrued interest
|
|
|
|
|
Due from servicers
|
|
|
|
|
Intangible assets
|
|
|
|
|
Receivable from third party
|
|
|
|
|
Deferred financing costs
|
|
|
|
|
Deferred tax asset
|
|
|
|
|
Tax receivable
|
|
|
|
|
Right-of-use lease asset
|
|
|
|
|
PPP receivables
|
|
|
|
|
Investments held to maturity
|
|
|
|
|
Purchased future receivables, net
|
|
|
|
|
Other
|
|
|
|
|
Other assets
|
$
|
$
|
|
|
Accounts payable and other accrued liabilities:
|
|||
|
Accrued salaries, wages and commissions
|
|
|
|
|
Accrued interest payable
|
|
|
|
|
Servicing principal and interest payable
|
|
|
|
|
Deferred tax liability
|
|
|
|
|
Repair and denial reserve
|
|
|
|
|
Payable to related parties
|
|
|
|
|
PPP liabilities
|
|
|
|
|
Accrued professional fees
|
|
|
|
|
Lease payable
|
|
|
|
|
Liabilities of consolidated VIEs
|
|
|
|
|
Other
|
|
|
|
|
Total accounts payable and other accrued liabilities
|
$
|
$
|
In the table above, investments held to maturity was
$
3.0
million
as of
December 31, 2024
and
$
3.4
million
as of
December 31, 2023
.
As of
December 31, 2024
, investments held to maturity consisted of multi-family preferred equities
with maturities of less than
one year
and a weighted average interest rate of
10.0
%
. As of
December 31, 2023
,
substantially all of the investments held to maturity consisted of
multi-family preferred equities with maturities of
one
through
five years
and a weighted average interest rate of
10.0
%
.
The provision for credit losses on held to maturity
securities was not material for the
years
ended
December 31, 2024
or
December 31, 2023
.
Goodwill
|
(in thousands)
|
December 31, 2024
|
December 31, 2023
|
|
|
LMM Commercial Real Estate
|
$
|
$
|
|
|
Small Business Lending
|
|
|
|
|
Total
|
$
|
$
|
152
Intangible assets
|
(in thousands)
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Value
|
||
|
December 31, 2024
|
|||||
|
Amortized intangible assets:
|
|||||
|
Internally developed software
|
$
|
$
|
$
|
||
|
Customer relationships
|
|
|
|
||
|
Broker network
|
|
|
|
||
|
Other
|
|
|
|
||
|
Unamortized intangible assets:
|
|||||
|
Trade name
|
|
—
|
|
||
|
SBA license
|
|
—
|
|
||
|
Total intangible assets
|
$
|
$
|
$
|
||
|
December 31, 2023
|
|||||
|
Amortized intangible assets:
|
|||||
|
Internally developed software
|
$
|
$
|
$
|
||
|
Customer relationships
|
|
|
|
||
|
Other
|
|
|
|
||
|
Unamortized intangible assets:
|
|||||
|
Trade name
|
|
—
|
|
||
|
SBA license
|
|
—
|
|
||
|
Total intangible assets
|
$
|
$
|
$
|
$
1.6
million
for the
year
ended
December 31, 2023
, respectively.
Such amounts are recorded as other operating expenses
in the consolidated statements of operations
|
(in thousands)
|
December 31, 2024
|
|
2025
|
$
|
|
2026
|
|
|
2027
|
|
|
2028
|
|
|
2029
|
|
|
Thereafter
|
|
|
Total
|
$
|
153
|
For the Year Ended December 31,
|
|||||
|
(in thousands)
|
2024
|
2023
|
2022
|
||
|
Other income:
|
|||||
|
Origination income
|
$
|
$
|
$
|
||
|
Change in repair and denial reserve
|
(
|
|
|
||
|
ERC consulting income
|
|
|
|
||
|
Other
|
|
|
|
||
|
Total other income
|
$
|
$
|
$
|
||
|
Other operating expenses:
|
|||||
|
Origination costs
|
|
|
|
||
|
Technology expense
|
|
|
|
||
|
Rent and property tax expense
|
|
|
|
||
|
Recruiting, training and travel expense
|
|
|
|
||
|
Marketing expense
|
|
|
|
||
|
Bad debt expense - ERC
|
|
|
|
||
|
Other
|
|
|
|
||
|
Total other operating expenses
|
$
|
$
|
$
|
||
Common stock dividends
|
Declaration Date
|
Record Date
|
Payment Date
|
Dividend per Share
|
|||
|
December 14, 2023
|
December 29, 2023
|
January 31, 2024
|
$
|
|||
|
March 15, 2024
|
March 28, 2024
|
April 30, 2024
|
$
|
|||
|
June 14, 2024
|
June 28, 2024
|
July 31, 2024
|
$
|
|||
|
September 13, 2024
|
September 30, 2024
|
October 31, 2024
|
$
|
|||
|
December 13, 2024
|
December 31, 2024
|
January 31, 2025
|
$
|
Stock incentive plans
The Company currently maintains the 2013 Equity Incentive Plan and the 2023 Equity Incentive Plan which authorize
the Compensation Committee of the Board to approve grants of equity-based awards to the Company’s officers and
directors, and employees of the Manager and its affiliates. The 2013 Equity Incentive Plan provided for grants of equity-
based awards up to an aggregate of
5
%
of the shares of the Company’s common stock issued and outstanding from time
to time on a fully diluted basis. On August 22, 2023, the Company’s stockholders approved the 2023 Equity Incentive
Plan which replaces the 2013 Equity Incentive Plan and provides for grants of equity-based awards up to
5.5
million
shares of the Company’s common stock. As of August 22, 2023,
no
further awards will be granted under the 2013
Equity Incentive Plan, and the 2013 Equity Incentive Plan remains in effect only for so long as awards granted
thereunder remain outstanding. The Company currently settles stock-based incentive awards with newly issued shares.
The fair value of the RSUs and RSAs granted, which is generally determined based upon the stock price on the grant
date, is recorded as compensation expense on a straight-line basis over the vesting periods for the awards, with an
offsetting increase in stockholders’ equity.
In
2024
,
2023
, and
2022
, the Company granted
774,097
,
413,852
, and
327,692
, respectively, of time-based RSAs under
the 2013 Equity Incentive Plan and the 2023 Equity Incentive Plan to certain key employees. These awards generally
vest ratably in equal annual installments over a
three
-year
period based solely on continued employment or service. The
Company further granted in these years
126,930
,
75,639
, and
45,162
, respectively, of time-based RSAs and RSUs to
non-employee directors of the Company, which vest ratably in equal installments quarterly over a
one
-year
period.
Directors may elect to
receive
time-based RSAs
or time-based
RSUs that have a deferred settlement date of their
choosing
. Dividends
are currently
paid on all time-based
RSAs
and dividend equivalents are paid on deferred RSU
awards during their deferral period.
Additionally, as part of the Broadmark Merger, the Company assumed the Broadmark RSU Awards outstanding
immediately prior to the Effective Time and converted them into
736,666
Company RSUs after applying the Exchange
Ratio, of which
1,230
Company RSUs remain outstanding. The Broadmark RSU Awards have the same terms and
154
conditions as were applicable to them immediately prior to the Effective Time and, accordingly, are not dividend
eligible.
details on performance-based equity awards.
|
Restricted Stock Units/Awards
|
|||||
|
(in thousands, except share data)
|
Number of
shares
|
Grant date fair value
|
Weighted-average
grant date fair value
(per share)
|
||
|
Outstanding, December 31,
2023
|
|
$
|
$
|
||
|
Granted
|
|
|
|
||
|
Vested
|
(
|
(
|
|
||
|
Forfeited
|
(
|
(
|
|
||
|
Outstanding, March 31,
2024
|
|
$
|
$
|
||
|
Granted
|
|
|
|
||
|
Vested
|
(
|
(
|
|
||
|
Forfeited
|
(
|
(
|
|
||
|
Outstanding, June 30,
2024
|
|
$
|
$
|
||
|
Granted
|
|
|
|
||
|
Vested
|
(
|
(
|
|
||
|
Forfeited
|
(
|
(
|
|
||
|
Outstanding, September 30,
2024
|
|
$
|
$
|
||
|
Granted
|
|
|
|
||
|
Vested
|
(
|
(
|
|
||
|
Forfeited
|
(
|
(
|
|
||
|
Outstanding, December 31,
2024
|
|
$
|
$
|
||
December 31, 2023
, respectively, of non-cash compensation expense related to its stock-based incentive plan in the
consolidated statements of operations. As of
December 31, 2024
and
December 31, 2023
, approximately
$
10.2
million
and
$
9.9
million
,
respectively, of non-cash compensation expense related to unvested awards had not yet been charged to
net income. These costs are expected to be amortized into compensation expense ratably over the course of the
remaining vesting periods.
2024 performance-based RSUs.
In February 2024, the Company granted, to certain key employees,
132,450
performance-based RSUs at a grant date fair value of
$
9.06
per performance-based RSU. The performance-based RSUs
are allocated
50
%
to awards that may be earned based on achievement of performance goals related to distributable ROE
for the
three
-year
forward-looking period ending December 31, 2026 and
50
%
to awards that may be earned based on
achievement of performance goals related to relative TSR for such
three
-year
forward-looking performance period
relative to the performance of a designated peer group. Subject to the distributable ROE metric and relative TSR
achieved during the performance period, the actual number of shares that the key employees receive at the end of the
performance period may range from
0
%
to
200
%
of the target award. The fair value of the performance-based RSUs is
recorded as compensation expense over the performance period and will cliff vest at the end of the
three
-year
performance period, with an offsetting increase in stockholders’ equity. Dividend equivalents are accrued by the
Company during the performance period and paid to the holder if and when the performance-based RSUs vest.
Performance-based equity awards under the 2013 Equity Incentive Plan
2023
performance-based
RSUs.
In June
2023
, the Company granted, to certain key employees,
222,552
performance-
based RSUs at a grant date fair value of
$
10.11
per performance-based RSU, which may be earned based on the
achievement of performance goals by the end of 2024 in relation to the Broadmark Merger. The awards are allocated
run rate,
15
%
to awards that may be earned based on the volume of Broadmark product originated from the time of the
merger through the end of 2024,
30
%
to awards that may be earned based on the generation of incremental liquidity
from asset level financing, portfolio run-off, sales or corporate re-levering through the end of 2024, and
25
%
to awards
that may be earned based on distributable return on equity (“ROE”) for 2024. Subject to the level of achievement of
these goals during the performance period, the actual number of shares that the key employees receive may range from
155
expense over the performance period and will vest 2/3rds on December 31, 2024, and 1/3rd on December 31, 2025, with
an offsetting increase in stockholders’ equity. Any awards earned on December 31, 2024 based on achievement of the
applicable performance metrics but vesting on December 31, 2025 will convert into RSAs that are eligible to vest on
December 31, 2025 based on the key employee’s continued employment or service through that
date. Dividend
equivalents are accrued by the Company during the performance period and paid to the holder if and when the
performance-based RSUs vest.
Following the conclusion of the performance period on December 31, 2024, the Board
determined that the cost savings, product origination volumes and incremental liquidity generation goals were achieved
at maximum payout and the distributable ROE goal was not achieved. As such, on February 3, 2025, the Board approved
the settlement of
333,828
performance-based RSUs. The fair value of the performance-based RSUs granted was
recorded as compensation expense over the performance period with an offsetting increase in stockholders’ equity.
In February 2023, the Company granted, to certain key employees,
92,451
performance-based RSUs at a grant date fair
value of
$
12.98
per performance-based RSU. The performance-based RSUs are allocated
50
%
to awards that may be
earned based on achievement of performance goals related to distributable ROE for the
three
-year
forward-looking
period ending December 31, 2025 and
50
%
to awards that may be earned based on achievement of performance goals
related to relative TSR for such
three
-year
forward-looking performance period relative to the performance of a
designated peer group. Subject to the distributable ROE metric and relative TSR achieved during the performance
period, the actual number of shares that the key employees receive at the end of the performance period may range from
over the performance period and will cliff vest at the end of the
three
-year
performance period, with an offsetting
increase in stockholders’
equity. Dividend equivalents are accrued by the Company during the performance period and
paid to the holder if and when the performance-based RSUs vest.
2022 performance-based RSUs.
In
February
2022, the Company granted, to certain key employees,
84,566
performance-based RSUs at a grant date fair value of
$
14.19
per performance-based RSU. During April 2024,
8,809
performance-based RSUs were forfeited. The performance-based RSUs are allocated
50
%
to awards that may be earned
based on achievement of performance goals related to distributable ROE for the
three
-year
forward-looking period
ending December 31, 2024 and
50
%
to awards that may be earned based on achievement of performance goals related to
relative TSR for such
three
-year
forward-looking performance period relative to the performance of a designated peer
group. Subject to the distributable ROE metric and relative TSR achieved during the vesting period, the actual number of
shares that the key employees receive at the end of the performance period may range from
0
%
to
200
%
of the target
award. The fair value of the performance-based RSUs is recorded as compensation expense over the performance period
and will cliff vest at the end of a
three
-year
performance period, with an offsetting increase in stockholders’ equity.
Dividend equivalents are accrued by the Company during the performance period and paid to the holder if and when the
performance-based RSUs vest.
Following t
he conclusion of the performance period on December 31, 2024, the Board
determined that the distributable ROE threshold goal was achieved and the relative TSR threshold goal was achieved. As
such, on February 22, 2025, the Board approved the settlement of
57,029
performance-based RSUs. The fair value of the
performance-based RSUs granted was recorded as compensation expense over the performance period with an offsetting
increase in stockholders’ equity.
2021 performance-based RSUs.
In February 2021, the Company granted, to certain key employees,
61,895
performance-based RSUs at a grant date fair value of
$
12.82
per performance-based RSU. During October 2021,
18,568
performance-based RSUs were forfeited. The performance-based RSUs are allocated
50
%
to awards that may be earned
based on achievement of performance goals related to absolute TSR for the
three
-year
forward-looking period ending
December 31, 2023 and
50
%
to awards that may be earned based on achievement of performance goals related to TSR
for such
three
-year
forward-looking performance period relative to the performance of a designated peer group. Subject
to the absolute and relative TSR achieved during the performance period, the actual number of shares that the key
employees receive at the end of the performance period may range from
0
%
to
300
%
of the target award. Dividend
equivalents are accrued by the Company during the performance period and paid to the holder if and when the
performance-based RSUs vest.
Following
the conclusion of the performance period on December 31, 2023, the Board
determined that the relative TSR target goal was achieved and the absolute TSR goal was not achieved. As such, on
January 9, 2024,
the
Board approved the settlement of
29,215
performance-based RSUs. The fair value of the
performance-based RSUs granted was recorded as compensation expense over the performance period with an offsetting
increase in stockholders’ equity.
Preferred Stock
156
In the event of a liquidation or dissolution of the Company, any outstanding preferred stock ranks senior to the
outstanding common stock with respect to payment of dividends and the distribution of assets.
The Company classifies Series C Cumulative Convertible Preferred Stock, or Series C Preferred Stock, on the balance
sheets using the guidance in ASC 480‑10‑S99. The Series C Preferred Stock contains certain fundamental change
provisions that allow the holder to redeem the preferred stock for cash only if certain events occur, such as a change in
control. As of
December 31, 2024
, the conversion rate was
1.6421
shares of common stock per
$
25
principal amount of
the Series C Preferred Stock, which is equivalent to a conversion price of approximately
$
15.22
per share of common
stock. As redemption under these circumstances is not solely within the Company’s control, the Series C Preferred Stock
has been classified as temporary equity. The Company has analyzed whether the conversion features should be
bifurcated under the guidance in ASC 815 and has determined that bifurcation is not necessary.
|
Preferential Cash Dividends
|
Carrying Value
(in thousands)
|
||||||||||
|
Series
|
Shares Issued and Outstanding
(in thousands)
|
Par Value
|
Liquidation
Preference
|
Rate per Annum
|
Annual Dividend
(per share)
|
December 31,
2024
|
|||||
|
C
|
|
|
$
|
|
$
|
$
|
|||||
|
E
|
|
|
$
|
|
$
|
$
|
|||||
In the table above,
•
Shareholders are entitled to receive dividends, when and as authorized by the Board, out of funds legally
available for the payment of dividends. Dividends for Series C Preferred Stock are payable quarterly on the
15th day of January, April, July and October of each year or if not a business day, the next succeeding business
day. Dividends for Series E preferred stock are payable quarterly on or about the last day of each January,
April, July and October of each year. Any dividend payable on the preferred stock for any partial dividend
period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be
payable in arrears to holders of record as they appear on the Company’s records at the close of business on the
last day of each of March, June, September and December, as the case may be, immediately preceding the
applicable dividend payment date.
•
The Company declared dividends of
$
0.1
million
and
$
1.9
million
on its Series C Preferred Stock and Series E
Preferred Stock, respectively, duri
ng the three months ended
December 31, 2024
. The dividends were paid on
January 15, 2025
for Series C Preferred Stock and on
January 31, 2025
for Series E Preferred Stock to the
holders of record as of the close of business on
December 31, 2024
.
•
The Company may, at its option, redeem the Series E Preferred Stock, in whole or in part, at any time and from
time to time, for cash at a redemption price equal to
100
%
of the liquidation preference of
$
25.00
per share,
plus accrued and unpaid dividends, if any, to the redemption date. Series E Preferred Stock is not redeemable
prior to June 10, 2026, except under certain conditions.
Public and Private Warrants
As part of the Broadmark Merger, the Company assumed public and private placement warrants that represented the
right to purchase shares of Broadmark Common Stock. As of
December 31, 2024
, there were
5.2
million
private
placement warrants outstanding, each representing the right to purchase
0.47233
shares of common stock. The Company
has outstanding warrants to purchase approximately
2.5
million
shares of common stock at a price of
$
24.34
per whole
share. Settlement of outstanding warrants will be in shares of common stock, unless the Company elects (solely in the
Company’s discretion) to settle warrants the Company has called for redemption in cash, and subject to customary
adjustment in the event of business combinations and certain tender offers. On November 19, 2024,
41.7
million
public
warrants, each representing the right to purchase
0.1180825
shares of common stock, expired.
The liability for the private placement warrants was less than
$
0.1
million
as of
December 31, 2024
and is included in
accounts payable and other accrued liabilities in the consolidated balance sheets.
157
Equity ATM Program
On July 9, 2021, the Company entered into an Equity Distribution Agreement, as amended on March 8, 2022 (the
“Equity Distribution Agreement”), with JMP
Securities
LLC (the “Sales Agent”), pursuant to which the Company may
sell, from time to time, shares of the Company’s common stock, par value
$
0.0001
per share, having an aggregate
offering price of up to
$
150
million
, through the Sales Agent either as agent or principal (the “Equity ATM Program”).
The Company made
no
such sales through the Equity ATM Program during the
years
ended
December 31, 2024
or
December 31, 2023
. As of
December 31, 2024
, shares representing approximately
$
78.4
million
remain available for
sale under the Equity ATM Program.
common stock used for purposes of these computations.
|
Year Ended December 31,
|
|||||
|
(in thousands, except for share and per share amounts)
|
2024
|
2023
|
2022
|
||
|
Basic Earnings
|
|||||
|
Net income (loss) from continuing operations
|
$
(
|
$
|
$
|
||
|
Less: Income attributable to non-controlling interest
|
|
|
|
||
|
Less: Income attributable to participating shares
|
|
|
|
||
|
Basic earnings - continuing operations
|
$
(
|
$
|
$
|
||
|
Basic earnings - discontinued operations
|
$
(
|
$
(
|
$
|
||
|
Diluted Earnings
|
|||||
|
Net income (loss) from continuing operations
|
(
|
|
|
||
|
Less: Income attributable to non-controlling interest
|
|
|
|
||
|
Less: Income attributable to participating shares
|
|
|
|
||
|
Add: Expenses attributable to dilutive instruments
|
|
|
|
||
|
Diluted earnings - continuing operations
|
$
(
|
$
|
$
|
||
|
Diluted earnings - discontinued operations
|
$
(
|
$
(
|
$
|
||
|
Number of Shares
|
|||||
|
Basic — Average shares outstanding
|
|
|
|
||
|
Effect of dilutive securities — Unvested participating shares
|
|
|
|
||
|
Diluted — Average shares outstanding
|
|
|
|
||
|
EPS Attributable to RC Common Stockholders:
|
|||||
|
Basic - continuing operations
|
$
(
|
$
|
$
|
||
|
Basic - discontinued operations
|
$
(
|
$
(
|
$
|
||
|
Basic - total
|
$
(
|
$
|
$
|
||
|
Diluted - continuing operations
|
$
(
|
$
|
$
|
||
|
Diluted - discontinued operations
|
$
(
|
$
(
|
$
|
||
|
Diluted - total
|
$
(
|
$
|
$
|
||
I
n the table above, participating unvested RSAs and unvested RSUs, granted to non-employee directors of the Company,
were excluded from the computation of diluted shares as their effect was already considered under the more dilutive two-
class method used above.
Certain investors own OP units in the operating partnership. An OP unit and a share of common stock of the Company
have substantially the same economic characteristics in as much as they effectively share equally in the net income or
loss of the operating partnership. OP unit holders have the right to redeem their OP units, subject to certain restrictions.
The redemption is required to be satisfied in shares of common stock or cash at the Company’s option, calculated as
follows:
one
share of the Company’s common stock, or cash equal to the fair value of a share of the Company’s common
stock at the time of redemption, for each OP unit. When an OP unit holder redeems an OP unit, non-controlling interests
in the operating partnership is reduced and the Company’s equity is increased. As of
December 31, 2024
and
December 31, 2023
, the non-controlling interest OP unit holders owned
885,582
and
1,330,582
OP units, respectively.
158
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty
risk, the Company may enter into an International Swaps and Derivatives Association (“ISDA”) Master Agreement with
multiple derivative counterparties. An ISDA Master Agreement, published by ISDA, is a bilateral trading agreement
between two parties that allow both parties to enter into over-the-counter (“OTC”), derivative contracts. The ISDA
Master Agreement contains a Schedule to the Master Agreement and a Credit Support Annex, which governs the
maintenance, reporting, collateral management and default process (netting provisions in the event of a default and/or a
termination event). Under an ISDA Master Agreement, the Company may, under certain circumstances, offset with the
counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and
create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in
the event of default, including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency
laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy,
insolvency or other events. In addition, certain ISDA Master Agreements allow counterparties to terminate derivative
contracts prior to maturity in the event the Company’s stockholders’ equity declines by a stated percentage or the
Company fails to meet the terms of its ISDA Master Agreements, which would cause the Company to accelerate
payment of any net liability owed to the counterparty. As of
December 31, 2024
and
December 31, 2023
, the Company
was in good standing on all of its ISDA Master Agreements or similar arrangements with its counterparties.
For derivatives traded under an ISDA Master Agreement, the collateral requirements are listed under the Credit Support
Annex, which is the sum of the mark to market for each derivative contract, the independent amount due to the
derivative counterparty and any thresholds, if any. Collateral may be in the form of cash or any eligible securities, as
defined in the respective ISDA agreements. Cash collateral pledged to and by the Company with the counterparty, if any,
is reported separately in the consolidated balance sheets as restricted cash. All margin call amounts must be made before
the notification time and must exceed a minimum transfer amount threshold before a transfer is required. All margin
calls must be responded to and completed by the close of business on the same day of the margin call, unless otherwise
specified. Any margin calls after the notification time must be completed by the next business day. Typically, the
Company and its counterparties are not permitted to sell, rehypothecate or use the collateral posted. To the extent
amounts due to the Company from its counterparties are not fully collateralized, the Company bears exposure and the
risk of loss from a defaulting counterparty. The Company attempts to mitigate counterparty risk by establishing ISDA
agreements with only high-grade counterparties that have the financial health to honor their obligations and
diversification by entering into agreements with multiple counterparties.
The Company discloses the impact of offsetting of assets and liabilities represented in the consolidated balance sheets to
enable users of the consolidated financial statements to evaluate the effect or potential effect of netting arrangements on
its financial position for recognized assets and liabilities. These recognized assets and liabilities are financial instruments
and derivative instruments that are either subject to enforceable master netting arrangements or ISDA Master
Agreements or meet the following right of setoff criteria: (a) the amounts owed by the Company to another party are
determinable, (b) the Company has the right to set off the amounts owed with the amounts owed by the counterparty, (c)
the Company intends to offset, and (d) the Company’s right of offset is enforceable at law. As of
December 31, 2024
and
December 31, 2023
, the Company has elected to offset assets and liabilities associated with its OTC derivative
contracts
in the consolidated balances sheets.
159
Liquidity Facility borrowings and secured borrowings, the amount of netting reflected in the consolidated balance sheets,
as well as the amount not offset in the consolidated balance sheets as they do not meet the enforceable credit support
criteria for netting under U.S. GAAP.
|
Gross amounts not offset in the Consolidated
Balance Sheets
(1)
|
|||||||||||
|
(in thousands)
|
Gross amounts
of Assets /
Liabilities
|
Gross amounts
offset
|
Balance in
Consolidated
Balance Sheets
|
Financial
Instruments
|
Cash
Collateral
Received /
Paid
|
Net Amount
|
|||||
|
December 31, 2024
|
|||||||||||
|
Assets
|
|||||||||||
|
FX forwards
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
|
Interest rate swaps
|
|
|
|
|
|
|
|||||
|
Total
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
|
Liabilities
|
|||||||||||
|
Interest rate swaps
|
|
|
|
|
|
|
|||||
|
FX forwards
|
|
|
|
|
|
|
|||||
|
Secured borrowings
|
|
|
|
|
|
|
|||||
|
PPPLF
|
|
|
|
|
|
|
|||||
|
Total
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
|
December 31, 2023
|
|||||||||||
|
Assets
|
|||||||||||
|
Interest rate swaps
|
|
|
|
|
|
|
|||||
|
Total
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
|
Liabilities
|
|||||||||||
|
FX forwards
|
|
|
|
|
|
|
|||||
|
Secured borrowings
|
|
|
|
|
|
|
|||||
|
PPPLF
|
|
|
|
|
|
|
|||||
|
Total
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||
(1)
Amounts presented in these columns are limited in total to the net amount of assets or liabilities presented in the prior column by instrument. In certain cases, there is
excess cash collateral or financial assets the Company has pledged to a counterparty that exceed the financial liabilities subject to a master netting repurchase
arrangement or similar agreement. Additionally, in certain cases, counterparties may have pledged excess cash collateral to the Company that exceeds the Company’s
corresponding financial assets. In each case, any of these excess amounts are excluded from the table although they are separately reported in the Company’s
consolidated balance sheets as assets or liabilities, respectively.
In the normal course of business, the Company enters into transactions that expose us to various types of risk, both on
and off-balance sheet. Such risks are associated with financial instruments and markets in which the Company invests.
These financial instruments expose us to varying degrees of market risk, credit risk, interest rate risk, liquidity risk, off-
balance sheet risk and prepayment risk.
Market Risk
—
Market risk is the potential adverse changes in the values of the financial instrument due to unfavorable
changes in the level or volatility of interest rates, foreign currency exchange rates, or market values of the underlying
financial instruments. The Company attempts to mitigate its exposure to market risk by entering into offsetting
transactions, which may include purchase or sale of interest-bearing securities and equity securities.
Credit Risk
—
The Company is subject to credit risk in connection with its investments in LMM loans and LMM MBS
and other target assets it may acquire in the future. The credit risk related to these investments pertains to the ability and
willingness of the borrowers to pay, which is assessed before credit is granted or renewed and periodically reviewed
throughout the loan or security term. The Company believes that loan credit quality is primarily determined by the
borrowers' credit profiles and loan characteristics and seeks to mitigate this risk by seeking to acquire assets at
appropriate prices given anticipated and unanticipated losses and by deploying a value−driven approach to underwriting
and diligence, consistent with its historical investment strategy, with a focus on projected cash flows and potential risks
to cash flow. The Company further mitigates its risk of potential losses while managing and servicing loans by
performing various workout and loss mitigation strategies with delinquent borrowers. Nevertheless, unanticipated credit
losses could occur, which may adversely impact operating results.
160
The Company is also subject to credit risk with respect to the counterparties to derivative contracts. If a counterparty
fails to perform its obligation under a derivative contract due to financial difficulties, the Company may experience
significant delays in obtaining any recovery under the derivative contract in a dissolution, assignment for the benefit of
creditors, liquidation, winding-up, bankruptcy, or other analogous proceeding. In the event of the insolvency of a
counterparty to a derivative transaction, the derivative transaction would typically be terminated at its fair market value.
If the Company is owed this fair market value in the termination of the derivative transaction and its claim is unsecured,
it will be treated as a general creditor of such counterparty and will not have any claim with respect to the underlying
security. The Company may obtain only a limited recovery or may obtain no recovery in such circumstances. In
addition, the business failure of a counterparty with whom it enters a hedging transaction will most likely result in its
default, which may result in the loss of potential future value and the loss of our hedge and force the Company to cover
its commitments, if any, at the then current market price.
Counterparty credit risk is the risk that counterparties may fail to fulfill their obligations, including their inability to post
additional collateral in circumstances where their pledged collateral value becomes inadequate. The Company attempts
to manage its exposure to counterparty risk through diversification, use of financial instruments and monitoring the
creditworthiness of counterparties.
The Company finances the acquisition of a significant portion of its loans and investments with repurchase agreements
and borrowings under credit facilities and other financing agreements. In connection with these financing arrangements,
the Company pledges its loans, securities and cash as collateral to secure the borrowings. The amount of collateral
pledged will typically exceed the amount of the borrowings (i.e., the haircut) such that the borrowings will be over-
collateralized. As a result, the Company is exposed to the counterparty if, during the term of the repurchase agreement
financing, a lender should default on its obligation and the Company is not able to recover its pledged assets. The
amount of this exposure is the difference between the amount loaned to the Company plus interest due to the
counterparty and the fair value of the collateral pledged by the Company to the lender including accrued interest
receivable on such collateral.
The Company is exposed to changing interest rates and market conditions, which affects cash flows associated with
borrowings. The Company enters into derivative instruments, such as interest rate swaps, to mitigate these risks. Interest
rate swaps are used to mitigate the exposure to changes in interest rates and involve the receipt of variable-rate interest
amounts from a counterparty in exchange for making payments based on a fixed interest rate over the life of the swap
contract.
Certain subsidiaries have entered into OTC interest rate swap agreements to hedge risks associated with movements in
interest rates. Because certain interest rate swaps were not cleared through a central counterparty, the Company remains
exposed to the counterparty’s ability to perform its obligations under each such swap and cannot look to the
creditworthiness of a central counterparty for performance. As a result, if an OTC swap counterparty cannot perform
under the terms of an interest rate swap, the Company’s subsidiary would not receive payments due under that
agreement, the Company may lose any unrealized gain associated with the interest rate swap and the hedged liability
would cease to be hedged by the interest rate swap. While the Company would seek to terminate the relevant OTC swap
transaction and may have a claim against the defaulting counterparty for any losses, including unrealized gains, there is
no assurance that the Company would be able to recover such amounts or to replace the relevant swap on economically
viable terms or at all. In such case, the Company could be forced to cover its unhedged liabilities at the then current
market price. The Company may also be at risk for any pledged collateral to secure its obligations under the OTC
interest rate swap if the counterparty becomes insolvent or files for bankruptcy. Therefore, upon a default by an interest
rate swap agreement counterparty, the interest rate swap would no longer mitigate the impact of changes in interest rates
as intended.
Liquidity Risk —
Liquidity risk arises from investments and the general financing of the Company’s investing activities.
It includes the risk of not being able to fund acquisition and origination activities at settlement dates and/or liquidate
positions in a timely manner at reasonable prices, in addition to potential increases in collateral requirements during
times of heightened market volatility. It also includes risk stemming from PIK interest loans and loan modifications the
Company may grant to borrowers which are intended to minimize its economic loss and to avoid foreclosure or
repossession of collateral. Such modifications may include interest rate reductions, principal forgiveness, term
extensions, and other-than-insignificant payment delay, which may impact the Company’s ability to meet potential cash
161
requirements and make it more reliant on financing strategies. Additionally, i
f
the Company was forced to dispose of an
illiquid investment at an inopportune time,
it
might be forced to do so at a substantial discount to the market value,
resulting in a realized loss. The Company attempts to mitigate its liquidity risk by regularly monitoring the liquidity of
its investments in LMM loans, MBS and other financial instruments. Factors such as expected exit strategy for, the bid to
offer spread of, and the number of broker dealers making an active market in a particular strategy and the availability of
long-term funding, are considered in analyzing liquidity risk. To reduce any perceived disparity between the liquidity
and the terms of the debt instruments in which the Company invests, it attempts to minimize its reliance on short-term
financing arrangements. While the Company may finance certain investments in security positions using traditional
margin arrangements and reverse repurchase agreements, other financial instruments such as collateralized debt
obligations, and other longer term financing vehicles may be utilized to provide it with sources of long-term financing.
Off-Balance Sheet Risk
—
The Company has undrawn commitments on outstanding loans. Refer to Note 24 for further
information.
Interest Rate Risk
—
Interest rates are highly sensitive to many factors, including governmental monetary and tax
policies, domestic and international economic and political considerations and other factors beyond the Company’s
control.
The Company’s operating results will depend, in part, on differences between the income from its investments and
financing costs. Generally, debt financing is based on a floating rate of interest calculated on a fixed spread over the
relevant index, subject to a floor, as determined by the particular financing arrangement. In the event of a significant
rising interest rate environment and/or economic downturn, defaults could increase and result in credit losses to us,
which could materially and adversely affect the Company’s business, financial condition, liquidity, results of operations
and prospects. Furthermore, such defaults could have an adverse effect on the spread between the Company’s interest-
earning assets and interest-bearing liabilities.
Additionally, non-performing LMM loans are not as interest rate sensitive as performing loans, as earnings on non-
performing loans are often generated from restructuring the assets through loss mitigation strategies and
opportunistically disposing of them. Because non-performing LMM loans are short-term assets, the discount rates used
for valuation are based on short-term market interest rates, which may not move in tandem with long-term market
interest rates.
Prepayment Risk —
As the Company receives prepayments of principal on its assets, any premiums paid on such assets
are amortized against interest income. In general, an increase in prepayment rates accelerates the amortization of
purchase premiums, thereby reducing the interest income earned on the assets. Conversely, discounts on such assets are
accreted into interest income. In general, an increase in prepayment rates accelerates the accretion of purchase discounts,
thereby increasing the interest income earned on the assets.
Litigation
The Company may be subject to litigation and administrative proceedings arising in the ordinary course of business and
as such, has entered into agreements which provide for indemnifications against losses, costs, claims, and liabilities
arising from the performance of individual obligations under such agreements. Such indemnification obligations may not
be subject to maximum loss clauses. Historically, payments related to these indemnification obligations have not been
material to the Company. Management is not aware of any other contingencies that would require accrual or disclosure
in the consolidated financial statements.
Unfunded Loan Commitments
|
(in thousands)
|
December 31, 2024
|
December 31, 2023
|
|
|
Loans, net
|
$
|
$
|
|
|
Loans, held for sale
|
$
|
$
|
|
|
Preferred equity investment
|
$
|
$
|
162
The Company is a REIT pursuant to Internal Revenue Code Section 856. Qualification as a REIT depends on the
Company’s ability to meet various requirements imposed by the Internal Revenue Code, which relate to its
organizational structure, diversity of stock ownership and certain requirements with regard to the nature of its assets and
the sources of its income. As a REIT, the Company generally must distribute annually dividends equal to at least
90
%
of
its net taxable income, subject to certain adjustments and excluding any net capital gain, in order for U.S. federal income
tax not to apply to earnings that are distributed. To the extent the Company satisfies this distribution requirement but
distributes less than
100
%
of its net taxable income, it will be subject to U.S. federal income tax on its undistributed
taxable income. In addition, the Company will be subject to a
4
%
nondeductible excise tax if the actual amount paid to
stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. Even if the
Company qualifies as a REIT, it may be subject to certain U.S. federal income and excise taxes and state and local taxes
on its income and assets. If the Company fails to maintain its qualification as a REIT for any taxable year, it may be
subject to material penalties as well as federal, state and local income tax on its taxable income at regular corporate rates
and it would not be able to qualify as a REIT for the subsequent
four
taxable years. As of
December 31, 2024
and
December 31, 2023
,
the Company was in compliance with all REIT requirements.
Certain subsidiaries have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs permit the Company to
participate in certain activities that would not be qualifying income if earned directly by the parent REIT, as long as
these activities meet specific criteria, are conducted within the parameters of certain limitations established by the
Internal Revenue Code and are conducted in entities which elect to be treated as taxable subsidiaries under the Internal
Revenue Code. To the extent these criteria are met, the Company will continue to maintain our qualification as a REIT.
The Company’s TRSs engage in various real estate - related operations, including originating and securitizing
commercial mortgage loans, and investments in real property. Such TRSs are not consolidated for federal income tax
purposes but are instead taxed as corporations. For financial reporting purposes, a provision for current and deferred
income taxes is established for the portion of earnings recognized by the Company with respect to its interest in TRSs.
|
Year Ended December 31,
|
|||||
|
(in thousands)
|
2024
|
2023
|
2022
|
||
|
Current
|
|||||
|
Federal income tax
|
$
|
$
|
$
|
||
|
State and local income tax
|
(
|
|
|
||
|
Net current tax provision
|
$
|
$
|
$
|
||
|
Deferred
|
|||||
|
Federal income tax
|
(
|
|
|
||
|
State and local income tax
|
(
|
|
|
||
|
Net deferred tax provision (benefit)
|
$
(
|
$
|
$
|
||
|
Total income tax provision (benefit)
|
$
(
|
$
|
$
|
||
income tax provision.
|
Year Ended December 31,
|
|||||||
|
(in thousands)
|
2024
|
2023
|
|||||
|
U.S. statutory tax
|
$
(
|
|
$
|
|
|||
|
State and local income tax
|
(
|
|
|
|
|||
|
Income attributable to REIT
|
|
(
|
(
|
(
|
|||
|
Income attributable to non-controlling interests
|
(
|
|
(
|
(
|
|||
|
Permanent items
|
(
|
|
|
|
|||
|
Valuation allowance
|
(
|
|
|
|
|||
|
Other
|
(
|
|
|
|
|||
|
Effective income tax (benefit)
|
$
(
|
|
$
|
|
|||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and
liabilities are presented net by tax jurisdiction and are reported in other assets and other liabilities, respectively.
163
liabilities.
|
Year Ended December 31,
|
|||
|
(in thousands)
|
2024
|
2023
|
|
|
Deferred tax assets:
|
|||
|
Net operating loss carryforwards
|
$
|
$
|
|
|
Accruals
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
Goodwill
|
|
|
|
|
Compensation
|
|
|
|
|
Right of use asset
|
|
|
|
|
Stock Compensation
|
|
|
|
|
Loan / servicing rights balance
|
|
|
|
|
Other
|
|
|
|
|
Total deferred tax assets
|
$
|
$
|
|
|
Deferred tax liabilities:
|
|||
|
Loan / servicing rights balance
|
|
|
|
|
Derivative instruments
|
|
|
|
|
Other taxable temporary difference
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
Unrealized gains
|
|
|
|
|
Total deferred tax liabilities
|
$
|
$
|
|
|
Valuation allowance
|
|
(
|
|
|
Net deferred tax assets (liabilities)
|
$
|
$
(
|
|
The Company has approximately
$
300.7
million
of federal and
$
276.0
million
of state net operating loss carryforwards
that will begin to expire in
2025
.
Additionally, as of
December 31, 2024
, the Company had federal net operating loss carryforwards of
$
33.5
million
and
capital loss carryforwards of
$
93.8
million
obtained in the Broadmark Merger and the acquisition of Anworth that can be
used to offset future taxable ordinary income and capital gains, respectively. These carryforwards can reduce the
Company's REIT distribution requirements.
The Company recognizes deferred tax assets and liabilities for the future tax consequences arising from differences
between the carrying amounts of existing assets and liabilities under GAAP and their respective tax bases. The Company
evaluates its deferred tax assets for recoverability using a consistent approach which considers the relative impact of
negative and positive evidence, including historical profitability and projections of future taxable income.
The provisions of ASC 740 require that carrying amounts of deferred tax assets be reduced by a valuation allowance if,
based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be
realized
As of
December 31, 2023
, the Company recorded net deferred tax assets of
$
21.1
million
as a result of the
acquisition of Broadmark taxable REIT subsidiary and had a full valuation allowance. This valuation allowance that was
recorded at prior year-end was reversed as of December 31, 2024 as it is more likely than not that these assets will be
realized.
As of
December 31, 2024
, the Company concluded the positive evidence in favor of the recoverability of its remaining
deferred tax assets outweighed the negative evidence and that it is more likely than not that its remaining deferred tax
assets will be realized.
The Company’s framework for assessing the recoverability of deferred tax assets requires it to
weigh all available evidence, including the sustainability of profitability required to realize the deferred tax assets, the
cumulative net income or loss in its consolidated statements of operations in recent years, the future reversals of existing
taxable temporary differences, and the carryforward periods for any carryforwards of net operating losses.
The difference between the statutory rate of
21%
and the effective income tax rate is primarily due to income attributable
to the REIT that is offset by the dividends paid deduction.
As of
December 31, 2024
and
December 31, 2023
, the Company had
no
uncertain tax positions recorded or disclosed in
the financial statements. Additionally, it is the belief of management that the total amount of uncertain tax positions, if
any, will not materially change over the next 12 months.
164
The Company and its TRSs are subject to taxation in U.S. federal and multiple state and local tax jurisdictions. Federal
tax returns for
2021
and forward are subject to examination. In addition, tax years
2020
and forward remain open in
certain state jurisdictions.
The Company structures its segments based on a number of contributing factors, including customer base and nature of
loan program types, and reports its results of operations through the following
two
operating and reportable business
segments: i) LMM Commercial
Real
Estate and ii) Small Business Lending, which is in accordance with how the Chief
Operating Decision Maker (“CODM”), the Chief Executive Officer and Chief Investment Officer, evaluates financial
information for making decisions regarding business operations and assessing Company performance. The CODM's
financial considerations include an analysis of net interest income before provision for loan losses, provision for loan
losses and non-interest income and expenses. In addition, the CODM's analysis includes an evaluation of segment
performance with i
ncome (loss) before unallocated expenses and provision for (benefit from) income taxes being
the
primary performance measure used for each reportable business segment
.
LMM Commercial Real Estate
The Company originates LMM loans across the full life-cycle of an LMM property including construction, bridge,
stabilized and agency channels. As part of this segment, the Company originates and services multi-family loan products
under the Freddie Mac SBL program. LMM originations include construction and permanent financing activities for the
preservation and construction of affordable housing, primarily utilizing tax-exempt bonds. This segment also reflects the
impact of LMM securitization activities. The Company acquires performing and non-performing LMM loans and
intends to continue to acquire these loans as part of the Company’s business strategy.
Small Business Lending
The Company acquires, originates and services loans guaranteed by the SBA under the SBA Section 7(a) Program and
government guaranteed loans focused on the USDA as well as originate and service small business loans. This segment
also reflects the impact of SBA securitization activities.
Results of business segments and all other.
The tables below present operating and reportable business segments, along
with remaining unallocated amounts primarily including interest expense relating to senior secured notes, allocated
employee compensation from the Manager, management and incentive fees paid to the Manager and other general
corporate overhead expenses. Unallocated assets were
$
368.3
million
,
$
308.4
million
and
$
148.1
million
for the years
ended December 31, 2024, 2023 and 2022.
165
|
Year Ended December 31, 2024
|
|||||
|
(in thousands)
|
LMM Commercial
Real Estate
|
Small Business
Lending
|
Total
|
||
|
Interest income
|
$
|
$
|
$
|
||
|
Interest expense
|
(
|
(
|
(
|
||
|
Net interest income before provision for loan losses
|
$
|
$
|
$
|
||
|
Provision for loan losses
|
(
|
(
|
(
|
||
|
Net interest income after provision for loan losses
|
$
(
|
$
|
$
(
|
||
|
Non-interest income
|
|||||
|
Net realized gain (loss) on financial instruments and real estate owned
|
(
|
|
(
|
||
|
Net unrealized gain (loss) on financial instruments
|
(
|
|
(
|
||
|
Valuation allowance, loans held for sale
|
(
|
|
(
|
||
|
Servicing income, net
|
|
|
|
||
|
Income on unconsolidated joint ventures
|
|
|
|
||
|
Other income
|
|
|
|
||
|
Total non-interest income (loss)
|
$
(
|
$
|
$
(
|
||
|
Non-interest expense
|
|||||
|
Employee compensation and benefits
|
(
|
(
|
(
|
||
|
Allocated employee compensation and benefits from related party
|
(
|
|
(
|
||
|
Professional fees
|
(
|
(
|
(
|
||
|
Loan servicing expense
|
(
|
(
|
(
|
||
|
Impairment on real estate
|
(
|
(
|
(
|
||
|
Other operating expenses
|
(
|
(
|
(
|
||
|
Total non-interest expense
|
$
(
|
$
(
|
$
(
|
||
|
Income (loss) before unallocated expenses and provision for income taxes
|
$
(
|
$
|
$
(
|
||
|
Unallocated corporate income (expenses)
|
|||||
|
Gain on bargain purchase
|
|
||||
|
Employee compensation and benefits
|
(
|
||||
|
Professional fees
|
(
|
||||
|
Management fees – related party
|
(
|
||||
|
Transaction related expenses
|
(
|
||||
|
Other operating expenses - net
|
(
|
||||
|
Total unallocated corporate expenses
|
$
(
|
||||
|
Loss before provision for income taxes
|
$
(
|
||||
|
Total assets
|
$
|
$
|
$
|
||
166
|
Year Ended December 31, 2023
|
|||||
|
(in thousands)
|
LMM Commercial
Real Estate
|
Small Business
Lending
|
Total
|
||
|
Interest income
|
$
|
$
|
$
|
||
|
Interest expense
|
(
|
(
|
(
|
||
|
Net interest income before provision for loan losses
|
$
|
$
|
$
|
||
|
Provision for loan losses
|
(
|
(
|
(
|
||
|
Net interest income after provision for loan losses
|
$
|
$
|
$
|
||
|
Non-interest income
|
|||||
|
Net realized gain (loss) on financial instruments and real estate owned
|
|
|
|
||
|
Net unrealized gain (loss) on financial instruments
|
|
|
|
||
|
Servicing income, net
|
|
|
|
||
|
Loss on unconsolidated joint ventures
|
(
|
|
(
|
||
|
Other income
|
|
|
|
||
|
Total non-interest income
|
$
|
$
|
$
|
||
|
Non-interest expense
|
|||||
|
Employee compensation and benefits
|
(
|
(
|
(
|
||
|
Allocated employee compensation and benefits from related party
|
(
|
|
(
|
||
|
Professional fees
|
(
|
(
|
(
|
||
|
Loan servicing expense
|
(
|
(
|
(
|
||
|
Impairment on real estate
|
(
|
|
(
|
||
|
Other operating expenses
|
(
|
(
|
(
|
||
|
Total non-interest expense
|
$
(
|
$
(
|
$
(
|
||
|
Income before unallocated expenses and provision for income taxes
|
$
|
$
|
$
|
||
|
Unallocated corporate income (expenses)
|
|||||
|
Gain on bargain purchase
|
|
||||
|
Employee compensation and benefits
|
(
|
||||
|
Professional fees
|
(
|
||||
|
Management fees – related party
|
(
|
||||
|
Incentive fees – related party
|
(
|
||||
|
Transaction related expenses
|
(
|
||||
|
Other operating expenses - net
|
(
|
||||
|
Total unallocated corporate income
|
$
|
||||
|
Income before provision for income taxes
|
$
|
||||
|
Total assets
|
$
|
$
|
$
|
||
167
|
Year Ended December 31, 2022
|
|||||
|
(in thousands)
|
LMM Commercial
Real Estate
|
Small Business
Lending
|
Total
|
||
|
Interest income
|
$
|
$
|
$
|
||
|
Interest expense
|
(
|
(
|
(
|
||
|
Net interest income before provision for loan losses
|
$
|
$
|
$
|
||
|
Provision for loan losses
|
(
|
(
|
(
|
||
|
Net interest income after provision for loan losses
|
$
|
$
|
$
|
||
|
Non-interest income
|
|||||
|
Net realized gain (loss) on financial instruments and real estate owned
|
|
|
|
||
|
Net unrealized gain (loss) on financial instruments
|
|
(
|
|
||
|
Servicing income, net
|
|
|
|
||
|
Income on unconsolidated joint ventures
|
|
|
|
||
|
Other income
|
|
|
|
||
|
Total non-interest income
|
$
|
$
|
$
|
||
|
Non-interest expense
|
|||||
|
Employee compensation and benefits
|
(
|
(
|
(
|
||
|
Allocated employee compensation and benefits from related party
|
(
|
|
(
|
||
|
Professional fees
|
(
|
(
|
(
|
||
|
Loan servicing expense
|
(
|
(
|
(
|
||
|
Impairment on real estate
|
(
|
|
(
|
||
|
Other operating expenses
|
(
|
(
|
(
|
||
|
Total non-interest expense
|
$
(
|
$
(
|
$
(
|
||
|
Income before unallocated expenses and provision for income taxes
|
$
|
$
|
$
|
||
|
Unallocated corporate expenses
|
|||||
|
Interest expense
|
(
|
||||
|
Employee compensation and benefits
|
(
|
||||
|
Professional fees
|
(
|
||||
|
Management fees – related party
|
(
|
||||
|
Incentive fees – related party
|
(
|
||||
|
Transaction related expenses
|
(
|
||||
|
Other operating expenses - net
|
(
|
||||
|
Total unallocated corporate expenses
|
$
(
|
||||
|
Income before provision for income taxes
|
$
|
||||
|
Total assets
|
$
|
$
|
$
|
||
On January 16, 2025, the Company announced that its Board approved a new stock repurchase program authorizing the
repurchase of up to
$
150.0
million
of the Company’s common stock, par value
$
0.0001
per share.
On February 21, 2025, the Company closed a private placement of
$
220.0
million
in aggregate principal amount of its
repay its indebtedness and for general corporate purposes.
168
Ready Capital Corporation
Schedule IV – Mortgage Loans on Real Estate
|
($ in thousands)
|
December 31, 2024
|
|||||||||||||||||
|
Product Type
|
Property Type
|
Loan
Count
|
Interest Rate
|
Maturity Date
|
Prior
Liens
|
Payment
Terms
|
Carrying
Value
|
UPB
|
UPB of loans subject
to delinquent
principal or interest
|
|||||||||
|
First Mortgages individually >3%
|
||||||||||||||||||
|
Construction
|
Mixed Use
|
|
|
2024
|
—
|
Interest
Only
|
$
|
$
|
$
|
|||||||||
|
First Mortgages individually <3%
|
||||||||||||||||||
|
Bridge
|
Health Care, Industrial,
Lodging, Mixed Use, Multi-
Family, Office, Retail, Storage
|
|
|
-
|
|
2021
|
-
|
2027
|
N/A
|
N/A
|
|
|
|
|||||
|
Fixed Rate
|
Health Care, Industrial,
Lodging, Mixed Use, Multi-
Family, Office, Retail, Storage
|
|
|
-
|
|
2021
|
-
|
2043
|
N/A
|
N/A
|
|
|
|
|||||
|
Construction
|
Industrial, Land, Lodging,
Mixed Use, Multi-Family,
Residential, Retail
|
|
|
-
|
|
2020
|
-
|
2028
|
N/A
|
N/A
|
|
|
|
|||||
|
Freddie Mac
|
Multi-Family
|
|
|
-
|
|
2030
|
-
|
2035
|
N/A
|
N/A
|
|
|
|
|||||
|
SBA - 7(a)
|
SBA
|
|
|
-
|
|
2024
|
-
|
2051
|
N/A
|
N/A
|
|
|
|
|||||
|
Other
|
Health Care, Hotel, Industrial,
Lodging, Mixed Use, Multi-
Family, Office, Residential,
Retail, Storage, Other
|
|
|
-
|
|
2021
|
-
|
2054
|
N/A
|
N/A
|
|
|
|
|||||
|
Total First Mortgages
|
|
$
|
$
|
$
|
||||||||||||||
|
Subordinated Mortgages individually <3%
|
||||||||||||||||||
|
Construction
|
Hotel, Mixed Used, Multi-
Family
|
|
|
-
|
|
2023
|
-
|
2025
|
N/A
|
N/A
|
|
|
|
|||||
|
SBA - 7(a)
|
SBA
|
|
|
-
|
|
2014
|
-
|
2050
|
N/A
|
N/A
|
|
|
|
|||||
|
Other
|
Mixed Use, Retail
|
|
|
-
|
|
2019
|
-
|
2029
|
N/A
|
N/A
|
|
|
|
|||||
|
Total Subordinated Mortgages
(1)
|
|
$
|
$
|
$
|
||||||||||||||
|
Total Loans, net and Loans, held for sale
|
|
$
|
$
|
$
|
||||||||||||||
(1)
Total subordinated mortgages includes unsecured loans.
169
The table below presents activity for mortgage loans on real estate, including loans in consolidated VIEs.
|
(in thousands)
|
Loans, net
|
Loans, held for sale
|
Total Loan
Receivables
|
||
|
Balance as of
December 31, 2021
|
|
|
|
||
|
Origination of loan receivables
|
|
|
|
||
|
Purchases of loan receivables
|
|
|
|
||
|
Proceeds from disposition and principal payment of loan receivables
|
(
|
(
|
(
|
||
|
Loans acquired as part of merger transactions
|
|
|
|
||
|
Net realized gain (loss) on sale of loan receivables
|
(
|
|
|
||
|
Net unrealized gain (loss) on loan receivables
|
(
|
(
|
(
|
||
|
Accretion/amortization of discount, premium and other fees
|
|
|
|
||
|
Foreign currency gain (loss), net
|
(
|
|
(
|
||
|
Transfers
|
|
(
|
|
||
|
Transfers to real estate owned, held for sale
|
(
|
|
(
|
||
|
Provision for loan losses
|
(
|
|
(
|
||
|
Balance as of
December 31, 2022
|
|
|
|
||
|
Origination of loan receivables
|
|
|
|
||
|
Payments in kind
|
|
|
|
||
|
Proceeds from disposition and principal payment of loan receivables
|
(
|
(
|
(
|
||
|
Loans acquired as part of merger transactions
|
|
|
|
||
|
Loan receivables from issuance of securitized debt obligation
|
|
|
|
||
|
Net realized gain (loss) on sale of loan receivables
|
(
|
|
|
||
|
Net unrealized gain (loss) on loan receivables
|
(
|
|
|
||
|
Accretion/amortization of discount, premium and other fees
|
|
|
|
||
|
Foreign currency gain (loss), net
|
|
|
|
||
|
Transfers
|
|
(
|
|
||
|
Transfers to real estate owned, held for sale
|
(
|
|
(
|
||
|
Provision for loan losses
|
(
|
|
(
|
||
|
Balance as of
December 31, 2023
|
|
|
|
||
|
Origination of loan receivables
|
|
|
|
||
|
Payments in kind
|
|
|
|
||
|
Non-cash participations
|
|
|
|
||
|
Proceeds from disposition and principal payment of loan receivables
|
(
|
(
|
(
|
||
|
Loans acquired as part of merger transactions
|
|
|
|
||
|
Net realized gain (loss) on sale of loan receivables
|
(
|
(
|
(
|
||
|
Net unrealized gain (loss) on loan receivables
|
|
(
|
|
||
|
Gain on sale of agency loans
|
(
|
|
|
||
|
Accretion/amortization of discount, premium and other fees
|
|
|
|
||
|
Foreign currency gain (loss), net
|
(
|
|
(
|
||
|
Transfers
|
(
|
|
|
||
|
Transfers to real estate, held for sale
|
(
|
(
|
(
|
||
|
Provision for loan losses
|
(
|
|
(
|
||
|
Valuation allowance
|
|
(
|
(
|
||
|
Balance as of
December 31, 2024
|
|
|
|
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
A review and evaluation was performed by the Company’s management, including the Company’s Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the
end of the period covered by this Form 10-K. Based on that review and evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures, as designed and
implemented, were effective. Notwithstanding the foregoing, a control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company
to disclose material information otherwise required to be set forth in the Company’s periodic reports.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting for the Company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f)
170
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as a process designed by, or
under the supervision of, the Company’s principal executive and principal financial officers and effected by the
Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP
and includes those policies and procedures that:
•
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of management and directors of the Company; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become
inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may
deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2024
. In making this assessment, the Company’s management used criteria set forth by the 2013
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
Based on its assessment, the Company’s management believes that, as of
December 31, 2024
, the Company’s internal
control over financial reporting was effective based on those criteria.
Changes in Internal Control over Financial Reporting
There have been no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rule
13a-15(f) during the quarter ended
December 31, 2024
that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.
Our company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report
on the effectiveness of our company’s internal control over financial reporting. Management’s Report on Internal
Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are set forth in Part
II, Item 8 of this Form 10-K.
Item 9B. Other Information
None
of our officers and director
s
entere
d
into, modified or
terminated
any “Rule 10b5-1 trading
arrangements
” or “non-
Rule 10b5-1 trading arrangements” (each as defined in Item 408(c) of Regulation S-K) during the quarter ended
December 31, 2024
.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information regarding our executive officers required by Item 401 of Regulation S-K is located under Part I, Item 1
within the caption "Information about our
Executive Officers
" of this Form 10-K.
171
The information regarding our directors and certain other matters required by Item 401 of Regulation S-K is
incorporated herein by reference to our definitive proxy statement relating to our
2025
annual meeting of stockholders
(the "Proxy Statement"), to be filed with the SEC within 120 days after
December 31, 2024
.
The information regarding compliance with Section 16(a) of the Exchange Act required by Item 405 of Regulation S-K
is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after
December 31,
2024
.
The information regarding our Code of Conduct and Ethics required by Item 406 of Regulation S-K is
incorporated
herein by reference to the Proxy Statement to be filed with the SEC within 120 days after
December 31, 2024
.
The information regarding certain matters pertaining to our corporate governance required by Items 407(c)(3), (d)(4) and
(d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement to be filed with the SEC within 120 days
after
December 31, 2024
.
With respect to Item 408(b) of Regulation S-K, we have an Insider Trading Policy governing the purchase or sale of our
securities by any of our directors, officers, and associates. We believe our Insider Trading Policy is reasonably designed
to promote compliance with insider trading laws, rules and regulations, and listing standards applicable us. A copy of our
Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K
Item 11. Executive Compensation
The information regarding executive compensation and other compensation related matters required by Items 402 and
407(e)(4) and (e)(5) of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the
SEC within 120 days after
December 31, 2024
.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The tables on our equity compensation plan information and beneficial ownership required by Items 201(d) and 403 of
Regulation S-K are incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days
after
December 31, 2024
.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information regarding transactions with related persons, promoters and certain control persons and director
independence required by Items 404 and 407(a) of Regulation S-K is incorporated herein by reference to the Proxy
Statement to be filed with the SEC within 120 days after
December 31, 2024
.
Item 14. Principal Accountant Fees and Services
The information concerning principal accounting fees and services and the Audit Committee's pre-approval policies and
procedures required by Item 14 is incorporated herein by reference to the Proxy Statement to be filed with the U.S.
Securities and Exchange Commission within 120 days after
December 31, 2024
.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Documents filed as part of the report
The following documents are filed as part of this Form 10-K:
(1)
Financial Statements:
172
Our consolidated financial statements, together with the independent registered public accounting firm's report thereon,
are set forth on
pages 102 through 169
of this Form 10-K and are incorporated herein by reference. See Item 8,
"Financial Statements and Supplementary Data," filed herewith, for a list of financial statements.
(2)
Financial Statement Schedule:
All financial statement schedules have been omitted because the required information is not applicable or deemed not
material, or the required information is presented in the consolidated financial statements and/or in the notes to
consolidated financial statements filed in response to Item 8 of this Form 10-K.
(3)
Exhibits Files:
|
Exhibit
number
|
|
Exhibit description
|
|
2.1
|
*
|
|
|
3.1
|
*
|
|
|
3.2
|
*
|
|
|
3.3
|
*
|
|
|
3.4
|
*
|
|
|
3.5
|
*
|
|
|
3.6
|
*
|
|
|
3.7
|
*
|
|
|
3.8
|
*
|
|
|
3.9
|
*
|
173
|
3.10
|
*
|
|
|
4.1
|
*
|
|
|
4.2
|
*
|
|
|
4.3
|
*
|
|
|
4.4
|
*
|
|
|
4.5
|
*
|
|
|
4.6
|
*
|
|
|
4.7
|
*
|
|
|
4.8
|
*
|
|
|
4.9
|
*
|
|
|
4.10
|
*
|
|
|
4.11
|
*
|
|
|
4.12
|
*
|
174
|
4.13
|
*
|
|
|
4.14
|
*
|
|
|
4.15
|
*
|
|
|
4.16
|
*
|
|
|
4.17
|
||
|
10.1
|
*
|
|
|
10.2
|
*
|
|
|
10.3
|
*
|
|
|
10.4
|
*
|
|
|
10.5
|
*
|
|
|
10.6
|
*
|
|
|
10.7
|
*
|
|
|
10.8
|
*
|
175
|
10.9
|
*
|
|
|
10.10
|
*
|
|
|
10.11
|
*
|
|
|
10.12
|
*
|
|
|
10.13
|
||
|
10.14
|
||
|
10.15
|
||
|
10.16
|
||
|
19.1
|
*
|
Registrant's Annual Report on Form 10-K filed on February 28, 2024).
|
|
21.1
|
||
|
23.1
|
||
|
24.1
|
Power of Attorney (included on signature page)
|
|
|
31.1
|
||
|
31.2
|
||
|
32.1
|
**
|
|
|
32.2
|
**
|
|
|
97.1
|
*
|
Exhibit 97.1 of the Registrant's Annual Report on Form 10-K filed on February 28, 2024).
|
|
101.INS
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document
|
|
176
|
101.SCH
|
Inline XBRL Taxonomy Extension Scheme Document
|
|
|
101.CAL
|
Inline XBRL Taxonomy Calculation Linkbase Document
|
|
|
101.DEF
|
Inline XBRL Extension Definition Linkbase Document
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Linkbase Document
|
|
|
101.PRE
|
Inline XBRL Taxonomy Presentation Linkbase Document
|
|
|
104
|
Cover Page Interactive Data File (embedded with the Inline XBRL document)
|
|
*
|
Previously filed.
|
|
**
|
This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing,
in accordance with Item 601 of Regulation S-K.
|
|
***
|
Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules have been omitted. Ready Capital agrees to
furnish supplementally a copy of any omitted schedule to the SEC upon request.
|
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
READY CAPITAL CORPORATION
|
Date:
March 3, 2025
|
By:
|
/s/ Thomas E. Capasse
|
|
Thomas E. Capasse
|
||
|
Chairman of the Board, Chief Executive
|
||
|
Officer and Chief Investment Officer
|
||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Thomas E. Capasse, Jack J. Ross and Andrew
Ahlborn, and each of them, with full power to act without the other, as such person’s true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign this Form 10-K and any and all amendments thereto, and to file the same, with exhibits and
schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act
and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
177
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Date:
March 3, 2025
|
By:
|
/s/ Thomas E. Capasse
|
|
Thomas E. Capasse
|
||
|
Chairman of the Board, Chief Executive
|
||
|
Officer and Chief Investment Officer
|
||
|
(Principal Executive Officer)
|
||
|
Date:
March 3, 2025
|
By:
|
/s/ Jack J. Ross
|
|
Jack J. Ross
|
||
|
President and Director
|
||
|
Date:
March 3, 2025
|
By:
|
/s/ Andrew Ahlborn
|
|
Andrew Ahlborn
|
||
|
Chief Financial Officer
|
||
|
(Principal Accounting and Financial Officer)
|
||
|
Date:
March 3, 2025
|
By:
|
/s/ Todd M. Sinai
|
|
Todd M. Sinai
|
||
|
Director
|
||
|
Date:
March 3, 2025
|
By:
|
/s/ J. Mitchell Reese
|
|
J. Mitchell Reese
|
||
|
Director
|
||
|
Date:
March 3, 2025
|
By:
|
/s/ Gilbert Nathan
|
|
Gilbert Nathan
|
||
|
Director
|
||
|
Date:
March 3, 2025
|
By:
|
/s/ Dominique Mielle
|
|
Dominique Mielle
|
||
|
Director
|
||
|
Date:
March 3, 2025
|
By:
|
/s/ Meredith Marshall
|
|
Meredith Marshall
|
||
|
Director
|
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 1A Of This Form 10-kItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of EquityItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 8, Financial Statements and Supplementary Data, Of This Form 10-k. The Discussion andItem 8, Financial Statements and Supplementary Data, Of This Form 10-k, For More Information About The MadisonItem 8, Financial Statements and Supplementary Data, Of This Form 10-k,Part Ii, Item 8,Item 8, Financial Statements and Supplementary Data, in This Form 10-kItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. OrganizationNote 2. Basis Of PresentationNote 3. Summary Of Significant Accounting PoliciesNote 4. Recent Accounting PronouncementsNote 5. Business CombinationsNote 6. Loans and Allowance For Credit LossesNote 7. Fair Value MeasurementsNote 8. Servicing RightsNote 9. Discontinued Operations and Assets and Liabilities Held For SaleNote 10. Secured BorrowingsNote 11. Senior Secured Notes and Corporate Debt, NetNote 12. Guaranteed Loan FinancingNote 13. Variable Interest Entities and Securitization ActivitiesNote 14. Interest Income and Interest ExpenseNote 15. Derivative InstrumentsNote 16. Real Estate Owned, Held For SaleNote 17. Agreements and Transactions with Related PartiesNote 18. Other Assets and Other LiabilitiesNote 19. Other Income and Operating ExpensesNote 20. Redeemable Preferred Stock and Stockholders EquityNote 21. Earnings Per Share Of Common StockNote 22. Offsetting Assets and LiabilitiesNote 23. Financial Instruments with Off-balance Sheet Risk, Credit Risk, and Certain Other RisksNote 24. Commitments, Contingencies and IndemnificationsNote 25. Income TaxesNote 26. Segment ReportingNote 27. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary