Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of the end of such period, that our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in our reports that we file or submit under the Exchange Act.
Internal Control Over Financial Reporting
Management's Annual Reporting on Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act.
In connection with the preparation of our Annual Report on Form 10-K, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).
Based on its assessment, our management concluded that, as of December 31, 2020, our internal control over financial reporting was effective.
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The rules of the SEC do not require, and this Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2020, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
On March 10, 2021, we filed a corrected version of our Articles of Amendment and Restatement (“Articles”) to address a scrivener’s error relating to an incorrect cross-reference. The Articles are filed as Exhibit 3.1 to this Annual Report on Form 10-K.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a Code of Ethics that applies to all of our executive officers and directors, including but not limited to, our principal executive officer and principal financial officer. A copy of our Code of Ethics may be obtained, free of charge, by sending a written request to our executive office – 9 West 57th Street - Suite 4920, New York, NY 10019, attention Chief Financial Officer of Benefit Street Partners Realty Trust, Inc. In addition, the Code of Ethics is available on the Company’s website at www.bsprealtytrust.com by clicking on “Investor Relations - Code of Ethics.” Any amendments and waivers to our Code of Ethics will be disclosed on our website.
The information required by this Item is incorporated by reference to our definitive proxy statement to be filed with the SEC with respect to our 2021 annual meeting of stockholders.
Item 11. Executive Compensation.
The information required by this Item is incorporated by reference to our definitive proxy statement to be filed with the SEC with respect to our 2021 annual meeting of stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is incorporated by reference to our definitive proxy statement to be filed with the SEC with respect to our 2021 annual meeting of stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated by reference to our definitive proxy statement to be filed with the SEC with respect to our 2021 annual meeting of stockholders.
Item 14. Principal Accounting Fees and Services.
The information required by this Item is incorporated by reference to our definitive proxy statement to be filed with the SEC with respect to our 2021 annual meeting of stockholders.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial Statement Schedules
See the Index to Consolidated Financial Statements on page F-1 of this report.
(b) Exhibits
See the Index to Exhibit below.
Item 16. Form 10-K Summary.
None.
INDEX TO EXHIBITS
The following exhibits are included in this Annual Report on Form 10-K for the year ended December 31, 2020 (and are numbered in accordance with Item 601 of Regulation S-K).
Exhibit No. Description
3.1* Articles of Amendment and Restatement, effective March 10, 2021.
3.2 (1)
Articles Supplementary of Benefit Street Partners Realty Trust, Inc., dated June 22, 2018, relating to Series A Convertible Preferred Stock
3.3 (2)
Articles Supplementary of Benefit Street Partners Realty Trust, Inc., dated December 11, 2018, relating to Additional Shares of Series A Convertible Preferred Stock
3.4 (3)
Articles Supplementary of Benefit Street Partners Realty Trust, Inc., dated October 18, 2019, relating to Series C Convertible Preferred Stock
3.5 (4)
Articles Supplementary of Benefit Street Partners Realty Trust, Inc., dated December 5, 2019, relating to Additional Shares of Series A Convertible Preferred Stock
3.6 (5)
Amended and Restated Bylaws.
4.1 (7)
Amended and Restated Agreement of Limited Partnership of Benefit Street Partners Realty Operating Partnership, L.P., dated as of December 31, 2014.
4.2 (8)
Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Benefit Street Partners Realty Operating Partnership, L.P., dated as of February 9, 2017.
4.3 (6)
Description of Securities of the Registrant
10.1 (8)†
Amended and Restated Employee and Director Incentive Restricted Share Plan.
10.2 (8)†
Form of Director Restricted Share Award Agreement.
10.3 (9)
Uncommitted Master Repurchase Agreement, dated as of June 18, 2014, between the Company JPM Loan, LLC and JPMorgan Chase Bank, National Association.
10.4 (10)
Amendment No.1 to Master Repurchase Agreement, dated as of June 24, 2015, by and between the Company, JPM Loan, LLC and JP Morgan Chase Bank, National Association.
10.5 (11)
Amendment No. 2 to Master Repurchase Agreement, dated as of September 28, 2015, between the Company, JPM Loan, LLC and JPMorgan Chase Bank, National Association.
10.6 (12)
Amendment No. 3 to Master Repurchase Agreement, dated as of December 30, 2015, between the Company, JPM Loan, LLC and JPMorgan Chase Bank, National Association.
10.7 (13)
Amendment No. 4 to Master Repurchase Agreement, dated as of October 5, 2016, between the Company, JPM Loan, LLC and JPMorgan Chase Bank, National Association.
10.8 (14)
Guarantee Agreement, dated as of June 18, 2014, between the Company and JPMorgan Chase Bank, National Association.
10.9 (15)
Form of Director and Officer Indemnification Agreement.
10.10 (16)
Amended and Restated Uncommitted Master Repurchase Agreement, dated as of June 12, 2017, by and between BSPRT JPM Loan, LLC and JP Morgan Chase Bank, National Association.
10.11* Amendment No. 5 to Amended and Restated Uncommitted Master Repurchase Agreement, d ated as of October 6 , 2020, by and between BSPRT JPM Loan, LLC and JP Morgan Chase Bank, National Association.
10.12 (16)
Amended and Restated Guarantee Agreement, dated as of June 12, 2017, by and between the Company and JPMorgan Chase Bank, National Association.
10.13 (16)
Master Repurchase and Securities Contract, dated as of June 15, 2017, between BSPRT USB Loan, LLC and U.S. Bank National Association.
10.14 (16)
Payment Guaranty, dated as of June 15, 2017, by and between the Company and U.S. Bank National Association.
10.15 (17)
Master Repurchase Agreement, dated as of August 31, 2017, by and among Column Financial, Inc., Credit Suisse AG, Alpine Securitization Ltd., the Company and BSPRT Finance Sub-Lender I, LLC.
10.16 (17)
Guaranty, dated as of August 31, 2017, by and between the Company and Column Financial, Inc.
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10.17 (18)
Credit Agreement, dated as of September 19, 2017, by and among the Company, BSPRT BB Loan, LLC, BSPRT Finance Sub-Lender II, L.L.C., Barclays Bank PLC, as sole lead arranger and bookrunner, Barclays Bank PLC, as administrative agent, and the lenders from time to time partiers thereto.
10.18 (18)
Guarantee and Collateral Agreement, dated as of September 19, 2017, by and among the Company, BSPRT BB Loan, LLC, BSPRT Finance Sub-Lender II, L.L.C. and Barclays Bank PLC, as administrative agent for the secured parties.
10.19 (19)
Indenture, dated as of November 29, 2017, by and among BSPRT 2017-FL2 Issuer, Ltd., as issuer, BSPRT 2017-FL2 Co-Issuer, LLC, as co-issuer, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent, and U.S. Bank National Association, as trustee, note administrator and custodian.
10.20 (20)
Amended and Restated Advisory Agreement, dated as of January 19, 2018, by and among Benefit Street Partners Realty Trust, Benefit Street Partners Realty Operating Partnership, L.P. and Benefit Street Partners, L.L.C.
10.21 (21)
Indenture, dated as of April 5, 2018, by and among BSPRT 2018-FL3 Issuer, Ltd., BSPRT 2018-FL3 Co-Issuer, LLC, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent, and U.S. Bank National Association, as trustee, note administrator and custodian.
10.22 (5)
Indenture, dated as of October 12, 2018, by and among BSPRT 2018-FL4 Issuer, Ltd., BSPRT 2018-FL4 Co-Issuer, LLC, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent, and U.S. Bank National Association, as trustee, note administrator and custodian.
10.23 (22)
Master Repurchase and Securities Contract, dated November 21, 2018, among the Company, BSPRT WFB LOAN, LLC and Wells Fargo Bank, National Association.
10.24 (22)
Guarantee Agreement, dated November 21, 2018, between the Company and Wells Fargo Bank, National Association.
10.25 (22)
Master Repurchase and Securities Contract, dated March 15, 2019, among the Company, BSPRT BB FLOAT, LLC, BSPRT BB Fixed, LLC and BARCLAYS BANK PLC.
10.26 (22)
Guarantee Agreement, dated March 15, 2019, between the Company and BARCLAYS BANK PLC.
10.27 (23)
Indenture, dated as of May 30, 2019, by and among BSPRT 2010-FL5 Issuer, Ltd., BSPRT 2019-FL5 Co-Issuer, LLC, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent, and U.S. Bank National Association, as trustee, note administrator and custodian.
10.28 (24)
Loan and Security Agreement, dated February 11, 2020 and as amended by Agreement of Amendment dated March 26, 2020, among BSPRT OP SUB I, LLC, Benefit Street Partners Realty Trust, Inc., Benefit Street Partners Realty Trust LP, LLC, Benefit Street Partners Realty Operating Partnership, L.P., and Security Benefit Life Insurance Company and the other lenders from time to time parties thereto, and Cortland Capital Market Services LLC, as administrative agent.
10.29*
Loan and Security Agreement, dated as of February 11, 2020, as amended by that certain Agreement of Amendment No. 1, dated March 26, 2020 and that certain Consent and Amendment No. 2 to Loan and Security Agreement, dated as of July 14, 2020, among BSPRT OP Sub I, LLC, Benefit Street Partners Realty Trust, Inc., Benefit Street Partners Realty Trust LP, LLC, and Benefit Street Partners Realty Operating Partnership, L.P. and Security Benefit Life Insurance Company and the other lenders from time to time parties thereto, and Cortland Capital Market Services LLC, as administrative agent.
21* Subsidiaries of the Registrant
23.1* Consent of Ernst & Young LLP
31.1* Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32* Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101* XBRL (eXtensible Business Reporting Language). The following materials from Benefit Street Partners Realty Trust, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
____________________________________________
* Filed herewith.
† Indicates management contract or compensatory plan or arrangement.
(1) Filed as an exhibit to our current report on Form 8-K filed with the SEC on June 26, 2018.
(2) Filed as an exhibit to our current report on Form 8-K filed with the SEC on December 11, 2018.
(3) Filed as exhibit 3.1 to our current report on Form 8-K filed with the SEC on October 18, 2019.
(4) Filed as exhibit 3.1 to our current report on Form 8-K filed with the SEC on December 5, 2019.
(5) Filed as an exhibit to our quarterly report on Form 10-Q for the quarter ended September 30, 2018 filed with the SEC on November 9, 2018.
(6) Filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 17, 2020.
(7) Filed as an exhibit to our current report on Form 8-K filed with the SEC on January 6, 2015.
(8) Filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 29, 2017.
(9) Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 7 to our Registration Statement on Form S-11 filed with the SEC on July 11, 2014.
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(10) Filed as an exhibit to Pre-Effective Amendment No.1 to Post-Effective Amendment No.12 to our Registration Statement on Form S-11 filed with the SEC on July 8, 2015.
(11) Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 13 filed with the SEC on October 8, 2015.
(12) Filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 11, 2016.
(13) Filed as an exhibit to our current report on Form 8-K filed with the SEC on October 12, 2016.
(14) Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 8 to our Registration Statement on Form S-11 filed with the SEC on October 8, 2014.
(15) Filed as an exhibit to our quarterly report on Form 10-Q for the quarter ended September 30, 2016 filed with the SEC on November 14, 2016.
(16) Filed as an exhibit to Amendment No. 1 to our quarterly report on Form 10-Q for the quarter ended June 30, 2017 filed with the SEC on August 23, 2017.
(17) Filed as an exhibit to our current report on Form 8-K filed with the SEC on September 7, 2017.
(18) Filed as an exhibit to our current report on Form 8-K filed with the SEC on September 25, 2017.
(19) Filed as an exhibit to our current report on Form 8-K filed with the SEC on December 5, 2017.
(20) Filed as an exhibit to our current report on Form 8-K filed with the SEC on January 23, 2018.
(21) Filed as an exhibit to our current report on Form 8-K filed with the SEC on April 11, 2018.
(22) Filed as an exhibit to our annual report on Form 10-K filed with the SEC on March 29, 2019.
(23) Filed as an exhibit 10.1 to our current report on Form 8-K filed with the SEC on June 5, 2019.
(24) Filed as exhibit 10.1 to our quarterly report on Form 10-Q for the quarter ended March 31, 2020 filed with the SEC on May 15, 2020.
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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.
Benefit Street Partners Realty Trust, Inc.
Date: March 10, 2021 By /s/ Richard J. Byrne
Richard J. Byrne
Chief Executive Officer and President
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.
Name Capacity Date
/s/ Richard J. Byrne Chief Executive Officer and President March 10, 2021
Richard J. Byrne (Principal Executive Officer)
/s/ Jerome S. Baglien Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) March 10, 2021
Jerome S. Baglien
/s/ Elizabeth K. Tuppeny Lead Independent Director March 10, 2021
Elizabeth K. Tuppeny
/s/ Buford Ortale Director March 10, 2021
Buford Ortale
/s/ Jamie Handwerker Director March 10, 2021
Jamie Handwerker
/s/ Peter McDonough Director March 10, 2021
Peter McDonough
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Reports of Independent Registered Public Accounting Firm
F- 2
Consolidated Balance Sheets
F- 4
Consolidated Statements of Operations
F- 5
Consolidated Statements of Comprehensive Income
F- 6
Consolidated Statements of Changes in Stockholders' Equity
F- 7
Consolidated Statements of Cash Flows
F- 8
Notes to Consolidated Financial Statements
F- 10
Financial Statement Schedule:
Schedule IV: Mortgage Loans on Real Estate
F- 51
F-1
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Benefit Street Partners Realty Trust, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Benefit Street Partners Realty Trust, Inc. (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule IV (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
Adoption of new accounting standard
As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for credit losses in 2020. As explained below, auditing Benefit Street Partners Realty Trust Inc.’s allowance for credit losses – Commercial mortgage loans held-for-investment, including the adoption of the new accounting guidance, was a critical audit matter.
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 Public Company Accounting Oversight Board (United States) (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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
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 Matter
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) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
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Allowance for credit losses – Commercial mortgage loans held-for-investment
Description of the Matter Allowance for credit losses – Commercial mortgage loans held-for-investment totaled $20.9 million as of December 31, 2020. As disclosed in Note 2 to the consolidated financial statements, the allowance for credit losses for the Commercial mortgage loans held-for-investment carried at amortized cost, represents a lifetime estimate of expected credit losses. As discussed above and in Note 2 to the financial statements, effective January 1, 2020 the Company adopted new accounting guidance related to the estimate of allowance for credit losses. The allowance for credit losses is established for current expected credit losses on the Company’s loan portfolio by utilizing expected loss models. When determining expected losses, the Company uses an economic scenario over a reasonable and supportable forecast period and then fully reverts to historical loss experience to estimate losses over the remaining asset lives. The Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability. Auditing the Allowance for credit losses – Commercial mortgage loans held-for-investment was complex due to the use of intricate expected loss models and the highly judgmental nature of the economic scenario and the key inputs of the models.
How We Addressed the Matter in Our Audit With the support of specialists, we assessed the economic scenario by, among other procedures, evaluating management’s methodology and agreeing a sample of key economic variables used to external sources. We also performed and considered the results of various sensitivity analyses and analytical procedures, including comparison of a sample of the key economic variables to alternative external sources, historical statistics and peer real estate investment trust information. With respect to expected loss models, with the support of specialists, we evaluated model calculation design and re-performed the calculation for the models. We also tested the appropriateness of a sample of key inputs and assumptions used in these models by agreeing significant inputs and underlying data to internal and external sources, as well as recalculating when required. We evaluated the overall allowance amount, including model estimates and whether the recorded allowance for credit losses appropriately reflects expected credit losses on the loan portfolio. We reviewed historical loss statistics, peer real estate investment trust information, subsequent events and transactions and considered whether they corroborate or contradict the Company’s measurement of the allowance for credit losses.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2017.
New York, New York
March 10, 2021
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Audited)
December 31, 2020 December 31, 2019
ASSETS
Cash and cash equivalents $ 82,071 $ 87,246
Restricted cash 10,070 21,876
Commercial mortgage loans, held for investment, net of allowance of $ 20,886 and $ 921 as of December 31, 2020 and December 31, 2019, respectively
2,693,848 2,762,042
Commercial mortgage loans, held-for-sale, measured at fair value 67,649 112,562
Real estate securities, available for sale, measured at fair value, amortized cost of $ 179,392 and $ 387,294 as of December 31, 2020 and December 31, 2019, respectively
171,136 386,316
Derivative instruments, measured at fair value 25 1,119
Other real estate investments, measured at fair value 2,522 2,557
Receivable for loan repayment (1)
98,551 89,317
Accrued interest receivable 15,295 16,308
Prepaid expenses and other assets 8,538 5,322
Intangible lease asset, net of amortization 13,546 14,377
Operating right of use asset, net of amortization — 5,979
Real estate owned, net of depreciation 26,510 35,333
Receivable for unsettled trades — 266
Total assets $ 3,189,761 $ 3,540,620
LIABILITIES AND STOCKHOLDERS' EQUITY
Collateralized loan obligations $ 1,625,498 $ 1,803,185
Repurchase agreements - commercial mortgage loans 276,340 252,543
Repurchase agreements - real estate securities 186,828 394,359
Mortgage note payable 29,167 29,167
Other financing and loan participation - commercial mortgage loans 31,379 —
Derivative instruments, measured at fair value 403 1,581
Interest payable 2,110 4,958
Distributions payable 15,688 6,912
Accounts payable and accrued expenses 5,125 10,925
Due to affiliates 9,525 4,789
Operating lease liability — 6,136
Deferred rent revenue — 150
Total liabilities $ 2,182,063 $ 2,514,705
Redeemable convertible preferred stock Series A, $ 0.01 par value, 60,000 authorized and 40,515 and 40,500 issued and outstanding as of December 31, 2020 and December 31, 2019, respectively
$ 202,292 $ 202,144
Redeemable convertible preferred stock Series C, $ 0.01 par value, 20,000 authorized and 1,400 issued and outstanding as of December 31, 2020 and December 31, 2019, respectively
6,962 6,966
Equity:
Preferred stock, $ 0.01 par value, 50,000,000 authorized, none issued and outstanding as of December 31, 2020 and December 31, 2019, respectively
— —
Common stock, $ 0.01 par value, 949,999,000 shares authorized, 44,510,051 and 43,916,815 issued and outstanding as of December 31, 2020 and December 31, 2019, respectively
446 441
Additional paid-in capital 912,725 903,310
Accumulated other comprehensive income (loss) ( 8,256 ) ( 978 )
Accumulated deficit ( 106,471 ) ( 85,968 )
Total stockholders' equity $ 798,444 $ 816,805
Total liabilities, redeemable convertible preferred stock and stockholders' equity $ 3,189,761 $ 3,540,620
___________________
(1) Includes $ 98.6 million and $ 89.3 million of cash held by the servicer related to CLO loan payoffs as of December 31, 2020 and December 31, 2019.
The accompanying notes are an integral part of these consolidated financial statements.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Audited)
Year Ended December 31,
2020 2019 2018
Interest Income:
Interest income $ 179,872 $ 195,299 $ 152,288
Less: Interest expense 66,556 90,418 70,000
Net interest income 113,316 104,881 82,288
Revenue from real estate owned 4,299 3,169 —
Total Income $ 117,615 $ 108,050 $ 82,288
Expenses:
Asset management and subordinated performance fee 15,178 16,226 10,299
Acquisition expenses 696 900 452
Administrative services expenses 13,120 16,363 13,446
Professional fees 10,964 11,631 8,318
Real estate owned operating expenses 3,653 2,802 —
Depreciation and amortization 2,233 507 —
Other expenses 3,312 3,771 4,887
Total expenses $ 49,156 $ 52,200 $ 37,402
Other (income)/loss:
Provision/(benefit) for credit losses 13,296 3,007 3,370
Impairment losses on real estate owned assets 398 — —
Realized (gain)/loss on extinguishment of debt ( 3,678 ) — —
Realized (gain)/loss on sale of real estate securities 10,137 — 107
Realized (gain)/loss on sale of commercial mortgage loan, held-for-sale ( 184 ) 25 9
Realized (gain)/loss on sale of real estate owned assets, held-for-sale ( 1,851 ) — —
Realized (gain)/loss on sale of commercial mortgage loan, held-for-sale, measured at fair value ( 15,931 ) ( 37,832 ) ( 11,288 )
Unrealized (gain)/loss on commercial mortgage loans, held-for-sale, measured at fair value 75 ( 312 ) 237
Unrealized (gain)/loss on other real estate investments, measured at fair value 32 ( 47 ) —
Unrealized (gain)/loss on derivatives 995 ( 1,722 ) 1,374
Realized (gain)/loss on derivatives 12,486 4,324 ( 1,827 )
Total other (income)/loss $ 15,775 $ ( 32,557 ) $ ( 8,018 )
Income before taxes 52,684 88,407 52,904
Provision/(benefit) for income tax ( 2,062 ) 4,483 $ 79
Net income $ 54,746 $ 83,924 $ 52,825
Net income applicable to common stock $ 39,826 $ 66,914 $ 49,181
Basic net income per share $ 0.90 $ 1.60 $ 1.44
Diluted net income per share $ 0.90 $ 1.60 $ 1.44
Basic weighted average shares outstanding 44,384,813 41,859,142 34,268,707
Diluted weighted average shares outstanding 44,398,879 41,871,646 36,779,735
The accompanying notes are an integral part of these consolidated financial statements.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars In thousands)
(Audited)
Year Ended December 31,
2020 2019 2018
Net income $ 54,746 $ 83,924 $ 52,825
Unrealized gain/(loss) on available for sale securities ( 7,278 ) ( 978 ) ( 459 )
Comprehensive income attributable to Benefit Street Partners Realty Trust, Inc. $ 47,468 $ 82,946 $ 52,366
The accompanying notes are an integral part of these consolidated financial statements.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except share data)
Common Stock
Number of Shares Par Value Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity
Balance, December 31, 2017 31,834,072 $ 320 $ 704,101 $ — $ ( 94,082 ) $ 610,339
Issuance of common stock 7,533,834 75 124,260 — — 124,335
Common stock repurchases ( 809,023 ) ( 8 ) ( 15,077 ) — — ( 15,085 )
Common stock issued through distribution reinvestment plan 739,052 8 14,015 — — 14,023
Share-based compensation 5,775 — 157 — — 157
Offering costs — — 102 — — 102
Net income — — — — 52,825 52,825
Distributions declared — — — — ( 53,009 ) ( 53,009 )
Other comprehensive income — — — ( 459 ) — ( 459 )
Balance, December 31, 2018 39,303,710 $ 395 $ 827,558 $ ( 459 ) $ ( 94,266 ) $ 733,228
Issuance of common stock 4,601,904 46 76,846 — — 76,892
Common stock repurchases ( 741,853 ) ( 7 ) ( 13,806 ) — — ( 13,813 )
Common stock issued through distribution reinvestment plan 746,654 7 13,903 — — 13,910
Share-based compensation 6,400 — 156 — — 156
Offering costs — — ( 1,347 ) — — ( 1,347 )
Net income — — — — 83,924 83,924
Distributions declared — — — — ( 75,626 ) ( 75,626 )
Other comprehensive income — — — ( 519 ) — ( 519 )
Balance, December 31, 2019 43,916,815 $ 441 $ 903,310 $ ( 978 ) $ ( 85,968 ) $ 816,805
Issuance of common stock 650,034 6 10,880 — — 10,886
Common stock repurchases ( 579,467 ) ( 6 ) ( 10,253 ) — — ( 10,259 )
Common stock issued through distribution reinvestment plan 511,899 5 8,809 — — 8,814
Share-based compensation 10,770 — 193 — — 193
Offering costs — — ( 214 ) — — ( 214 )
Net income — — — — 54,746 54,746
Distributions declared — — — — ( 67,488 ) ( 67,488 )
Cumulative-effect adjustment upon adoption of ASU 2016-13 (Note 2) — — — — ( 7,761 ) ( 7,761 )
Other comprehensive income — — — ( 7,278 ) — ( 7,278 )
Balance, December 31, 2020 44,510,051 $ 446 $ 912,725 $ ( 8,256 ) $ ( 106,471 ) $ 798,444
The accompanying notes are an integral part of these consolidated financial statements.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Years Ended December 31,
2020 2019 2018
Cash flows from operating activities:
Net income $ 54,746 $ 83,924 $ 52,825
Adjustments to reconcile net income to net cash provided by operating activities:
Premium amortization and (discount accretion), net ( 5,999 ) ( 6,144 ) ( 4,572 )
Accretion of deferred commitment fees ( 6,410 ) ( 2,754 ) ( 1,577 )
Amortization of deferred financing costs 9,585 9,584 12,681
Share-based compensation 193 156 157
Realized (gain)/loss from sale of real estate securities 10,137 — 107
Realized (gain)/loss from sale of real estate owned, held-for-sale ( 1,851 ) — —
Realized (gain)/loss from extinguishment of debt ( 3,678 ) — —
Unrealized (gain)/loss on commercial mortgage loans held-for-sale 75 ( 359 ) 237
Unrealized (gain)/losses on derivative instruments 995 ( 1,722 ) 1,374
Unrealized loss on other real estate securities 32 — —
Depreciation and amortization 2,233 — —
Recognition of deferred rent revenue ( 150 ) — —
Increase/(decrease) for credit losses 13,296 3,007 3,370
Impairment losses on real estate owned assets 398 — —
Origination of commercial mortgage loans, held-for-sale ( 267,553 ) ( 1,020,702 ) ( 621,597 )
Proceeds from sale of commercial mortgage loans, held-for-sale 312,206 975,243 573,010
Changes in assets and liabilities:
Accrued interest receivable 7,423 ( 765 ) ( 3,060 )
Prepaid expenses and other assets ( 7,079 ) ( 4,020 ) ( 4,133 )
Accounts payable and accrued expenses ( 5,837 ) 6,428 ( 13 )
Due to affiliates 4,736 1,560 ( 3,192 )
Interest payable ( 2,164 ) 1,933 1,481
Net cash (used in)/provided by operating activities $ 115,334 $ 45,369 $ 7,098
Cash flows from investing activities:
Origination and purchase of commercial mortgage loans, held for investment $ ( 1,281,158 ) $ ( 1,321,644 ) $ ( 1,598,786 )
Principal repayments received on commercial mortgage loans, held for investment 1,228,225 756,141 753,921
Purchase of other real estate investments — ( 2,511 ) —
Purchase of real estate owned and capital expenditures ( 2,824 ) ( 42,018 ) —
Proceeds from sale of real estate owned, held-for-sale 22,472 — —
Proceeds from sale of commercial mortgage loans, held-for-sale 77,164 — 16,910
Purchase of real estate securities ( 148,580 ) ( 369,911 ) ( 39,510 )
Proceeds from sale/repayment of real estate securities 346,201 9,369 12,456
Purchase of derivative instruments ( 813 ) 1,333 ( 804 )
Net cash (used in)/provided by investing activities $ 240,687 $ ( 969,241 ) $ ( 855,813 )
Cash flows from financing activities:
Proceeds from issuances of common stock $ 10,672 $ 75,545 $ 124,335
Proceeds from issuances of redeemable convertible preferred stock 47 63,197 146,245
Common stock repurchases ( 10,259 ) ( 13,813 ) ( 15,085 )
Reimbursements/(payments) of offering costs and fees related to stock issuances — — ( 887 )
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Borrowings under collateralized loan obligation — 639,899 1,161,002
Repayments of collateralized loan obligation ( 182,680 ) ( 343,191 ) ( 478,177 )
Borrowings on repurchase agreements - commercial mortgage loans 682,970 1,035,524 1,833,838
Repayments of repurchase agreements - commercial mortgage loans ( 659,173 ) ( 932,420 ) ( 1,750,088 )
Borrowings on repurchase agreements - real estate securities 2,675,218 1,570,331 280,837
Repayments of repurchase agreements - real estate securities ( 2,882,749 ) ( 1,220,511 ) ( 275,332 )
Proceeds from other financing and loan participation - commercial mortgage loans 31,379 — 10,000
Repayments on other financing and loan participation - commercial mortgage loans — ( 10,000 ) ( 26,182 )
Borrowing on mortgage note payable 11,712 29,167 —
Payments of deferred financing costs ( 349 ) ( 4,540 ) ( 12,128 )
Distributions paid ( 49,790 ) ( 60,613 ) ( 36,952 )
Net cash (used in)/provided by financing activities: $ ( 373,002 ) $ 828,575 $ 961,426
Net change in cash, cash equivalents and restricted cash $ ( 16,981 ) $ ( 95,297 ) $ 112,711
Cash, cash equivalents and restricted cash, beginning of period 109,122 204,419 91,708
Cash, cash equivalents and restricted cash, end of period $ 92,141 $ 109,122 $ 204,419
Supplemental disclosures of cash flow information:
Taxes paid $ 4,400 $ — $ 355
Interest paid 59,819 78,901 53,029
Supplemental disclosures of non-cash flow information:
Common stock issued through distribution reinvestment plan $ 8,814 13,903 14,023
Commercial mortgage loans transferred from held for investment to held-for-sale 76,979 — 16,750
Distribution payable 15,688 6,912 5,834
Commercial mortgage loans transferred from held-for-sale to held for investment — 10,072 —
Real estate owned received in foreclosure 35,411 8,110 —
Reconciliation of cash, cash equivalents and restricted cash at end of period:
Cash and cash equivalents $ 82,071 $ 87,246 $ 191,390
Restricted cash 10,070 21,876 13,029
Cash, cash equivalents and restricted cash, end of period $ 92,141 $ 109,122 $ 204,419
The accompanying notes are an integral part of these consolidated financial statements.
F-9
Table of Contents
BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 1 - Organization and Business Operations
Benefit Street Partners Realty Trust, Inc. (the "Company") is a real estate finance company that primarily originates, acquires and manages a diversified portfolio of commercial real estate debt investments secured by properties located within and outside the United States. The Company was incorporated in Maryland on November 15, 2012 and commenced operations on May 14, 2013.
The Company made a tax election to be treated as a real estate investment trust (a "REIT") for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2013. The Company believes that it has qualified as a REIT and intends to continue to meet the requirements for qualification and taxation as a REIT. In addition, the Company, through a subsidiary which is treated as a taxable REIT subsidiary (a "TRS") is indirectly subject to U.S federal, state and local income taxes. The majority of the Company's business is conducted through Benefit Street Partners Realty Operating Partnership, L.P. (the “OP”), a Delaware limited partnership. The Company is the sole general partner and directly or indirectly holds all of the units of limited partner interests in the OP.
The Company has no direct employees. Benefit Street Partners L.L.C. serves as the Company's advisor (the "Advisor") pursuant to an Amended and Restated Advisory Agreement, dated January 19, 2018 (the "Advisory Agreement"). The Advisor is a wholly owned subsidiary of Franklin Resources, Inc. which, together with its various subsidiaries, operates as Franklin Templeton. The Advisor, an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”), is a credit-focused alternative asset management firm. Established in 2008, the Advisor's credit platform manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private / opportunistic debt, liquid credit, structured credit and commercial real estate debt. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass the platform. The Advisor manages the Company's affairs on a day-to-day basis. The Advisor receives compensation and fees for services related to the investment and management of the Company's assets and the operations of the Company.
The Company invests in commercial real estate debt investments, which may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. The Company also originates conduit loans which the Company intends to sell through its TRS into commercial mortgage-backed securities ("CMBS") at a profit. The Company also invests in commercial real estate securities. Real estate securities may include CMBS, senior unsecured debt of publicly traded REITs, debt or equity securities of other publicly traded real estate companies and collateralized debt obligations ("CDOs"). The Company also owns real estate acquired by the Company through foreclosure and deed in lieu of foreclosure, and purchased for investment, typically subject to triple net leases.
Note 2 - Summary of Significant Accounting Policies
Basis of Accounting
The Company's consolidated financial statements and related footnotes have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the requirements for reporting on Form 10-K and Regulation S-X, as appropriate.
Certain prior period amounts have been reclassified to conform with current presentation. In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the periods presented have been included. The current period’s results of operations will not necessarily be indicative of results in any subsequent reporting period.
Use of Estimates
GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. In the opinion of management, the interim data includes all adjustments, of a normal and recurring nature, necessary for a fair statement of the results for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the entire year or any subsequent periods.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
In response to the global coronavirus (COVID-19) pandemic, numerous countries, including the U.S., have declared national emergencies with respect to COVID-19 and certain jurisdictions, including those where our corporate headquarters and/or properties that secure our investments, or properties that the Company owns, are located, have at times imposed “stay-at-home” guidelines or orders or other restrictions to help prevent its spread. The effects of COVID-19 may negatively and materially impact significant estimates and assumptions used by the Company including, but not limited to estimates of expected credit losses, valuation of our equity method investments and the fair value estimates of the Company’s assets and liabilities. Actual results could materially differ from those estimates.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members, as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary.
The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP.
The Company consolidates all entities that it controls through either majority ownership or voting rights. In addition, the Company consolidates all VIEs of which the Company is considered the primary beneficiary. VIEs are entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect 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.
The accompanying consolidated financial statements include the accounts of collateralized loan obligations ("CLOs") issued and securitized by wholly owned subsidiaries of the Company. The Company has determined the CLOs are VIEs of which the Company's subsidiary is the primary beneficiary. The assets and liabilities of the CLOs are consolidated in the accompanying consolidated balance sheets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation.
Acquisition Expenses
The Company capitalizes certain direct costs relating to loan origination activities. The cost is amortized over the life of the loan and recognized in interest income in the Company's consolidated statements of operations. Acquisition expenses paid on future funding amounts are expensed within the acquisition expenses line in the Company's consolidated statements of operations.
Cash and Cash Equivalents
Cash consists of amounts deposited with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit. Cash equivalents include short-term, liquid investments in money market funds with original maturities of 90 days or less when purchased.
Restricted Cash
Restricted cash primarily consists of cash pledged as margin on repurchase agreements and derivative transactions. The duration of this restricted cash generally matches the duration of the related repurchase agreements or derivative transaction.
Commercial Mortgage Loans
Held for Investment - Commercial mortgage loans that are held for investment purposes and are anticipated to be held until maturity, are carried at cost, net of unamortized acquisition expenses, discounts or premiums and unfunded commitments. Commercial mortgage loans, held for investment purposes, are carried at amortized cost less a specific allowance for credit losses. Interest income is recorded on the accrual basis and related discounts, premiums and acquisition expenses on investments are amortized over the life of the investment using the effective interest method. Amortization is reflected as an adjustment to interest income in the Company’s consolidated statements of operations. Guaranteed loan commitment fees payable by the borrower upon maturity are accreted over the life of the investment using the effective interest method. The accretion of guaranteed loan commitment fees is recognized in interest income in the Company's consolidated statements of operations.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Held-for-Sale - Commercial mortgage loans that are intended to be sold in the foreseeable future are reported as held-for sale and are transferred at fair value and recorded at the lower of cost or fair value with changes recorded through the statements of operations. Unamortized loan origination costs for commercial mortgage loans held-for-sale that are carried at the lower of cost or fair value are capitalized as part of the carrying value of the loans and recognized upon the sale of such loans. Amortization of origination costs ceases upon transfer of commercial mortgage loans to held-for-sale.
Held-for-Sale, Accounted for Under the Fair Value Option - The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, and written loan commitments. The Company has elected to measure commercial mortgage loans held-for-sale in the Company's TRS under the fair value option. These commercial mortgage loans are included in the Commercial mortgage loans, held-for-sale, measured at fair value in the consolidated balance sheets. Interest income received on commercial mortgage loans held-for-sale, measured at fair value is recorded on the accrual basis of accounting and is included in interest income in the consolidated statements of operations. Costs to originate these investments are expensed when incurred.
Real estate owned
Real estate owned (“REO”) assets represent real estate acquired by the Company through foreclosure, deed in lieu of foreclosure, or purchase. REO assets are carried at their estimated fair value at acquisition and are presented net of accumulated depreciation and impairment charges. The Company allocates the purchase price of acquired real estate assets based on the fair value of the acquired assets such as land, building, furniture, fixtures and equipment. Asset acquisitions in which monetary consideration is given generally includes the transaction costs of the asset acquisition. Acquiring assets in groups requires not only ascertaining the cost of the asset (or net asset) group but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of a group of assets acquired in an asset acquisition shall be allocated to the individual assets acquired or liabilities assumed based on their relative fair values and shall not give rise to goodwill.
Real estate owned assets are depreciated using the straight-line method over estimated useful lives of up to 40 years for buildings and improvements and up to 15 years for furniture, fixtures and equipment. Renovations and/or replacements that improve or extend the life of the real estate owned assets are capitalized and depreciated over their estimated useful lives. Real estate owned revenue is recognized when the Company satisfies a performance obligation by transferring a promised good or service to a customer. The Company is considered to have satisfied all performance obligations at a point in time.
Real estate owned assets that are probable to be sold within one year are reported as held-for-sale. Real estate owned assets classified as held-for-sale shall be measured at the lower of its carrying amount or fair value less cost to sell. Real estate owned assets shall not be depreciated or amortized while it is classified as held-for-sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held-for-sale shall continue to be accrued. Upon the disposition of a real estate owned asset, the Company calculates realized gains and losses as net proceeds received less the carrying value of the real estate owned asset. Net proceeds received are net of direct selling costs associated with the disposition of the real estate owned asset.
Leases
Operating right of use assets "ROU" represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. Leases will be classified as either a finance or operating lease, with such classification affecting the pattern and classification of expense recognition in the consolidated statements of operations. For leases greater than 12 months, the Company determines, at the inception of the contract, if the arrangement meets the classification criteria for an operating or finance lease. For leases that have extension options, which can be exercised at the Company's discretion, management uses judgment to determine if it is reasonably certain that such extension options will be elected. If the extension options are reasonably certain to occur, the Company includes the extended term's lease payments in the calculation of the respective lease liability. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The incremental borrowing rate used to discount the lease liability is determined at commencement of the lease, or upon modification of the lease, as the interest rate a lessee would have to pay to borrow on a fully collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company's incremental borrowing rate considers information at both the corporate and property level and analysis of current market conditions for obtaining new financings. All leases as of December 31, 2020 and December 31, 2019 were operating leases.
Separately, on October 15, 2019, the Company acquired certain real estate assets which had an existing in-place lease asset. This in-place lease asset is recorded as an Intangible lease asset on the consolidated balance sheets and amortized using the straight-line method over the contractual life of the lease.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Credit Losses
In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses, which amends the credit impairment model for financial instruments. The Company adopted ASU 2016-13 on January 1, 2020.
Following our adoption of ASU 2016-13, our previous incurred loss model was replaced with a lifetime current expected credit loss (“CECL”) model for financial instruments carried at amortized cost and off-balance sheet credit exposures, such as loans, loan commitments, held-to-maturity (“HTM”) debt securities, financial guarantees, net investments in leases, reinsurance and trade receivables, which will generally result in earlier recognition of allowance for losses. For available for sale (“AFS”) debt securities, unrealized credit losses are recognized as allowances rather than reductions in amortized cost basis and elimination of the other than temporary impairment concept will result in more frequent estimation of credit losses. The accounting model for purchased credit impaired loans and debt securities has been simplified, including elimination of some of the asymmetrical treatment between credit losses and credit recoveries, to be consistent with the CECL model for originated and purchased non-credit impaired assets. The adopted model for ASC 326 as it applies to HTM and AFS securities, encompassing the beneficial interest model for securities that are not of high credit quality, has been clarified to include the effective interest method as a basis for the projection of cash collections method in connection with the newly adopted impairment models for HTM and AFS debt securities under ASC 326 when securities are not of high credit quality. Upon adoption of ASU 2016-13 on January 1, 2020, the Company recorded an additional allowance for credit losses for our outstanding loans and unfunded loan commitments of $ 7.8 million, or $ 0.18 per share, which was 0.27 % of the aggregate commitment amount of the Company’s loan portfolio at December 31, 2019.
Pre-adoption Transition Adjustment Post-adjustment
Assets
Commercial mortgage loans, held for investment, net of allowance $ 2,762,042 $ ( 7,211 ) $ 2,754,831
Liabilities
Accounts payable and accrued expenses (1)
10,925 ( 550 ) 10,375
Equity
Accumulated deficit $ ( 85,968 ) $ ( 7,761 ) $ ( 93,729 )
_______________________
(1) Includes allowance associated with unfunded loan commitment.
The following discussion highlights changes to the Company’s accounting policies as a result of this adoption.
Allowance for credit losses
The allowance for credit losses for the Company’s financial instruments carried at amortized cost and off-balance sheet credit exposures, such as loans held for investment and unfunded loan commitments represents a lifetime estimate of expected credit losses. Factors considered by the Company when determining the allowance for credit losses reserve include loan-specific characteristics such as loan-to-value (“LTV”) ratio, vintage year, loan term, property type, occupancy and geographic location, financial performance of the borrower, expected payments of principal and interest, as well as internal or external information relating to past events, current conditions and reasonable and supportable forecasts.
The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist for multiple financial instruments. If similar risk characteristics do not exist, the Company measures the allowance for credit losses on an individual instrument basis. The determination of whether a particular financial instrument should be included in a pool can change over time. If a financial asset’s risk characteristics change, the Company evaluates whether it is appropriate to continue to keep the financial instrument in its existing pool or evaluate it individually.
In measuring the allowance for credit losses for financial instruments including our unfunded loan commitments that share similar risk characteristics, the Company primarily applies a probability of default (“PD”)/loss given default (“LGD”) model for instruments that are collectively assessed, whereby the allowance for credit losses is calculated as the product of PD, LGD and exposure at default (“EAD”). The Company’s model principally utilizes historical loss rates derived from a commercial mortgage backed securities database with historical losses from 1998 to 2020 provided by a reputable third party, forecasting the loss parameters using a scenario-based statistical approach over a reasonable and supportable forecast period of twelve months, followed by an immediate reversion to average historical losses. For financial instruments assessed on an individual basis, including when it is probable that the Company will be unable to collect the full payment of principal and interest on the instrument, the Company applies a discounted cash flow (“DCF”) methodology.
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Table of Contents
BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
For financial instruments where the borrower is experiencing financial difficulty based on the Company’s assessment at the reporting date and the repayment is expected to be provided substantially through the operation or sale of the collateral, the Company may elect to use as a practical expedient the fair value of the collateral at the reporting date when determining the allowance for credit losses.
In developing the allowance for credit losses for its loans held for investment, the Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability, using similar factors as those in developing the allowance for credit losses. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Risk rating categories range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss with the ratings updated quarterly. At the time of origination or purchase, loans held for investment are ranked as a “2” and will move accordingly going forward based on the ratings which are defined as follows:
1. Very Low Risk- Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2. Low Risk- Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3. Average Risk- Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
4. High Risk/Delinquent/Potential for Loss- Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5. Impaired/Defaulted/Loss Likely- Underperforming investment with expected loss of interest and some principal.
The Company also considers qualitative and environmental factors, including, but not limited to, economic and business conditions, nature and volume of the loan portfolio, lending terms, volume and severity of past due loans, concentration of credit and changes in the level of such concentrations in its determination of the allowance for credit losses.
Changes in the allowance for credit losses for the Company’s financial instruments are recorded in Provision/(benefit) for credit losses on the consolidated statements of operations with a corresponding offset to the financial instrument’s amortized cost recorded on the consolidated balance sheets, or as a component of Accounts payable and accrued expenses for unfunded loan commitments.
The Company has elected to not measure an allowance for credit losses for accrued interest receivable as it is timely, following three months time, reversed against interest income when a loan, real estate security or preferred equity investment is placed on nonaccrual status. The Company did not record reversals of accrued interest receivable during the year ended December 31, 2020. Loans are charged off against the Provision/(benefit) for credit losses when all or a portion of the principal amount is determined to be uncollectible.
Past due and nonaccrual status
Loans are placed on nonaccrual status and considered non-performing when full payment of principal and interest is unpaid for 90 days or more or where reasonable doubt exists as to timely collection, unless the loan is both well secured and in the process of collection. Interest received on nonaccrual status loans are accounted for under the cost-recovery method, until qualifying for return to accrual. Upon restructuring the nonaccrual loan, the Company may return a loan to accrual status when repayment of principal and interest is reasonably assured.
Troubled Debt Restructuring (“TDR”)
The Company classifies an individual financial instrument as a TDR when it has a reasonable expectation that the financial instrument’s contractual terms will be modified in a manner that grants concession to the borrower who is experiencing financial difficulty. Concessions could include term extensions, payment deferrals, interest rate reductions, principal forgiveness, forbearance, or other actions designed to maximize the Company’s collection on the financial instrument. The Company determines the allowance for credit losses for financial instruments that are TDRs individually.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Real Estate Securities
On the acquisition date, all of the Company’s commercial real estate securities were classified as available for sale and carried at fair value, and subsequently any unrealized gains or losses are recognized as a component of accumulated other comprehensive income or loss. The Company may elect the fair value option for its real estate securities, and as a result, any unrealized gains or losses on such real estate securities will be recorded in the Company’s consolidated statements of operations. No such election has been made to date. Related discounts, premiums and acquisition expenses on investments are amortized over the life of the investment using the effective interest method. Amortization is reflected as an adjustment to interest income in the Company’s consolidated statements of operations. The Company uses the specific identification method in determining the cost relief for real estate securities sold. Realized gains and losses from the sale of real estate securities are included in the Company’s consolidated statements of operations.
AFS real estate securities which have experienced a decline in the fair value below their amortized cost basis (i.e., impairment) are evaluated each reporting period to determine whether the decline in fair value is due to credit-related factors. Any impairment that is not credit-related is recognized in accumulated other comprehensive income, while credit-related impairment is recognized as an allowance on the consolidated balance sheets with a corresponding adjustment on the consolidated statements of operations. If the Company intends to sell an impaired real estate security or more likely than not will be required to sell such a security before recovering its amortized cost basis, the entire impairment amount is recognized in the consolidated statements of operations with a corresponding adjustment to the security’s amortized cost basis.
The Company analyzes the AFS security portfolio on a periodic basis for credit losses at the individual security level using the same criteria described above for those amortized cost financial assets subject to an allowance for credit losses including but not limited to; performance of the underlying assets in the security, borrower financial resources and investment in collateral, collateral type, credit ratings, project economics and geographic location as well as national and regional economic factors.
The non-credit loss component of the unrealized loss within the Company’s AFS portfolio is recognized as an adjustment to the individual security’s asset balance with an offsetting entry to accumulated other comprehensive income in the consolidated balance sheets.
Repurchase Agreements
Commercial mortgage loans and real estate securities sold under repurchase agreements have been treated as collateralized financing transactions because the Company maintains effective control over the transferred securities. Commercial mortgage loans and real estate securities financed through a repurchase agreement remain on the Company’s consolidated balance sheets as an asset and cash received from the purchaser is recorded as a liability. Interest paid in accordance with repurchase agreements is recorded in interest expense on the Company's consolidated statements of operations.
Deferred Financing Costs
The deferred financing costs related to the Company's various Master Repurchase Agreements as well as certain prepaid subscription costs are included in Prepaid expenses and other assets on the consolidated balance sheets. Deferred financing cost on the Company's collateralized loan obligations ("CLO") are netted against the Company's CLO payable in the Collateralized loan obligations on the consolidated balance sheets. Deferred financing costs are amortized over the terms of the respective financing agreement using the effective interest method and included in interest expense on the Company's consolidated statements of operations. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity.
Share Repurchase Program
The Company has a Share Repurchase Program (the "SRP") that enables stockholders to sell their shares to the Company, subject to certain conditions. Refer to Note 9 - Stock Transactions for a description of the SRP. When a stockholder requests a redemption and the redemption is approved by the board of directors, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Offering and Related Costs
Since 2018, the Company has from time to time offered, and may in the future offer, shares of the Company’s common stock or one or more series of its preferred stock (“Preferred Stock”), including its Series A convertible preferred stock (“Series A Preferred Stock”) and Series C convertible preferred stock (the “Series C Preferred Stock,”) in private placements exempt from the registration requirements of the Securities Act of 1933, as amended. In connection with these offerings, the Company incurs various offering costs. These offering costs include but are not limited to legal, accounting, printing, mailing and filing fees, and diligence expenses of broker-dealers. Offering costs for the common stock are recorded in the Company’s stockholders’ equity, while the offering costs for the Preferred Stock are included within Series A Preferred Stock and Series C Preferred Stock, respectively, on the Company’s consolidated balance sheets.
Distribution Reinvestment Plan
Pursuant to the Company's distribution reinvestment plan ("DRIP"), stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. The purchase price for shares purchased through the DRIP is the lesser of (i) the Company’s most recent estimated per share NAV, and (ii) the Company’s GAAP book value per share. There is no market for our common stock. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days’ notice to participants. Shares issued under the DRIP are recorded to equity in the consolidated balance sheets in the period distributions are declared.
Share-Based Compensation
The Company has a share-based incentive plan for certain of the Company's directors, officers and employees of the Advisor and its affiliates. Share-based awards are measured at the grant date fair value and is recognized as compensation expense on a on a straight line basis over the related vesting period of the award. See Note 12 - Share-Based Compensation.
Income Taxes
The Company has conducted its operations to qualify as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2013. As a REIT, if the Company meets certain organizational and operational requirements and distributes at least 90 % of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to its stockholders in a year, it will not be subject to U.S. federal income tax to the extent of the income that it distributes. However, even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on income in addition to U.S. federal income and excise taxes on its undistributed income. The Company, through its TRS, is indirectly subject to U.S. federal, state and local income taxes. The Company’s TRS is not consolidated for U.S. federal income tax purposes, but is instead taxed as a C corporation. For financial reporting purposes, the TRS is consolidated and a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in its TRS. Total income tax provision/(benefit) for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 were $( 2.1 ) million, $ 4.5 million and $ 0.1 million, respectively.
The Company uses a more-likely-than-not threshold for recognition and derecognition of tax positions taken or to be taken in a tax return. The Company has assessed its tax positions for all open tax years beginning with December 31, 2017 and concluded that there were no uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as provision for income taxes.
The Company utilizes the TRS to reduce the impact of the prohibited transaction tax and to avoid penalty for the holding of assets not qualifying as real estate assets for purposes of the REIT asset tests. Any income associated with a TRS is fully taxable because the TRS is subject to federal and state income taxes as a domestic C corporation based upon its net income.
Derivatives and Hedging Activities
In the normal course of business, the Company is exposed to the effect of interest rate changes and may undertake a strategy to limit these risks through the use of derivatives. The Company uses derivatives primarily to economically hedge against interest rates, CMBS spreads and macro market risk in order to minimize volatility. The Company may use a variety of derivative instruments that are considered conventional, including but not limited to: Treasury note futures and credit derivatives on various indices including CMBX and CDX.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Company recognizes all derivatives on the consolidated balance sheets at fair value. The Company does not designate derivatives as hedges to qualify for hedge accounting for financial reporting purposes and therefore any net payments under, or fluctuations in the fair value of these derivatives have been recognized currently in unrealized (gain)/loss on derivative instruments in the accompanying consolidated statements of operations. The Company records derivative asset and liability positions on a gross basis with any collateral posted with or received from counterparties recorded separately within Restricted cash on the Company’s consolidated balance sheets. Certain derivatives that the Company has entered into are subject to master netting agreements with its counterparties, allowing for netting of the same transaction, in the same currency, on the same date.
Per Share Data
The Company’s Preferred Stock is considered a participating security and the Company calculates basic earnings per share using the two-class method. The Company’s dilutive earnings per share calculation is computed using the more dilutive result of the treasury stock method, assuming the participating security is a potential common share, or the two-class method, assuming the participating security is not converted. The Company calculates basic earnings per share by dividing net income applicable to common stock for the period by the weighted-average number of shares of common stock outstanding for that period. Diluted earnings per share reflects the potential dilution that could occur from shares outstanding if potential shares of common stock with a dilutive effect have been issued in connection with the restricted stock plan or upon conversion of the outstanding shares of the Company’s Preferred Stock, except when doing so would be anti-dilutive.
Reportable Segments
The Company has determined that it has four reportable segments based on how the chief operating decision maker reviews and manages the business. The four reporting segments are as follows:
• The real estate debt business which is focused on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.
• The real estate securities business which is focused on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.
• The commercial conduit business in the Company's TRS, which is focused on originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market.
• The real estate owned business represents real estate acquired by the Company through foreclosure, deed in lieu of foreclosure, or purchase.
See Note 16 - Segment Reporting for further information regarding the Company's segments.
Redeemable Convertible Preferred Stock
The Company’s outstanding Preferred Stock is classified outside of permanent equity in the consolidated balance sheets. Subject to certain conditions, the outstanding Preferred Stock is redeemable at the option of the holders of the Preferred Stock, outside of the control of the Company. As set forth in the Articles Supplementary relating to each of the Series A Preferred Stock and the Series C Preferred Stock (collectively, the “Articles Supplementary”) to the Company’s Articles of Amendment and Restatement, the Preferred Stock is redeemable for shares of the Company's common stock, $ 0.01 par value per share (the "Common Stock") at the option of the holder upon a change of control (as defined in the Articles Supplementary) or after the sixth anniversary of the date of issuance. A change in control of the Company occurs if any person acquires more than 50% of the total economic interests or voting power of all securities of the Company, other than in a liquidity event.
Shares of Preferred Stock rank senior to shares of Common Stock with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. Dividends payable on each share of outstanding Preferred Stock will be equal to the greater of (i) an amount equal to $ 16.67 per share and (ii) the monthly dividend that would have been paid had such share of Preferred Stock been converted to a share of Common Stock, subject to proration in the event that such share of Preferred Stock was not outstanding for the full month.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Immediately prior to a “Liquidity Event,” each outstanding share of Series A Preferred Stock shall convert into 299.2 shares of Common Stock, subject to anti-dilution adjustments (the “Conversion Rate”). Each outstanding share of Series C Preferred Stock will convert into shares of Common Stock at the same Conversion Rate on the one-year anniversary of a Liquidity Event, subject to the Company’s right to accelerate the conversion to a date no earlier than six months after the Liquidity Event, upon at least ten days prior notice to the holders of the Series C Preferred Stock. A “Liquidity Event” is defined as (i) the listing of the Common Stock on a national securities exchange or quotation on an electronic inter-dealer quotation system; (ii) a merger or business combination involving the Company pursuant to which outstanding shares Common Stock are exchanged for securities of another company which are listed on a national securities exchange or quoted on an electronic inter-dealer quotation system; or (iii) any other transaction or series of transaction that results in all shares of Common Stock being transferred or exchange for cash or securities which are listed on a national securities exchange or quoted on an electronic inter-dealer quotation system. If there has not been a Liquidity Event within six years from the initial issuance of the outstanding Preferred Stock, each holder of Preferred Stock shall have the right to convert all, but not less than all, of the Preferred Stock held by such holder into Common Stock at the Conversion Rate. Each holder also has the option to convert its shares of outstanding Preferred Stock into Common Stock upon a change in control (as defined in the respective Articles Supplementary for the Series A Preferred Stock and Series C Preferred Stock) of the Company. In addition, neither the Company nor a holder of shares of outstanding Preferred Stock may redeem shares of the Preferred Stock until six years from the initial issuance of the Preferred Stock, except in cases of a change in control (as defined in the respective Articles Supplementary).
Holders of the outstanding Preferred Stock are entitled to vote on each matter submitted to a vote of the stockholders of the Company upon which the holders of Common Stock are entitled to vote, upon which the holders of the Preferred Stock and holders of the Common Stock shall vote together as a single class. The number of votes applicable to a share of outstanding Preferred Stock will be equal to the number of shares of Common Stock a share of Preferred Stock could have been converted into as of the record date set for purposes of such stockholder vote (rounded down to the nearest whole number of shares of Common Stock). In addition, the affirmative vote of the holders of two-thirds of the outstanding shares of Preferred Stock is required to approve the issuance of any equity securities senior to the Preferred Stock and to take certain actions materially adverse to the holders of the Preferred Stock.
Accounting Pronouncements Not Yet Adopted
On March 12, 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through December 31, 2020, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.
Note 3 - Commercial Mortgage Loans
The following table is a summary of the Company's commercial mortgage loans, held for investment, carrying values by class (dollars in thousands):
December 31, 2020 December 31, 2019
Senior loans $ 2,698,823 $ 2,721,325
Mezzanine loans 15,911 41,638
Total gross carrying value of loans 2,714,734 2,762,963
Less: Allowance for credit losses (1)
20,886 921
Total commercial mortgage loans, held for investment, net $ 2,693,848 $ 2,762,042
________________________
(1) As of December 31, 2020 and 2019, there have been no specific reserves for loans in non-performing status.
As of December 31, 2020 and December 31, 2019, the Company's total commercial mortgage loan portfolio, excluding commercial mortgage loans accounted for under the fair value option, was comprised of 130 and 122 loans, respectively.
Allowance for Credit Losses
The following table presents the activity in the Company's allowance for credit losses, excluding the unfunded loan commitments, as of December 31, 2020 (dollars in thousands):
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Year Ended December 31, 2020
MultiFamily Retail Office Industrial Mixed Use Hospitality Self Storage Manufactured Housing Total
Beginning Balance $ 322 $ 202 $ 249 $ 23 $ 4 $ 103 $ — $ 18 $ 921
Cumulative-effect adjustment upon adoption of ASU 2016-13 3,220 386 1,966 434 9 739 399 58 7,211
Current Period:
Provision/(benefit) for credit losses ( 447 ) ( 184 ) ( 640 ) 3,338 119 11,231 ( 282 ) 46 13,181
Write offs — — — — — ( 427 ) — — ( 427 )
Ending Balance $ 3,095 $ 404 $ 1,575 $ 3,795 $ 132 $ 11,646 $ 117 $ 122 $ 20,886
The Company recorded an increase in its allowance for credit losses during the year ended December 31, 2020 of $ 13.2 million. This is primarily driven by the significant adverse change in the overall economic outlook due to the COVID-19 pandemic.
The following table presents the activity in the Company's allowance for credit losses, for the unfunded loan commitments, as of December 31, 2020 (dollars in thousands):
Year Ended December 31, 2020
MultiFamily Retail Office Industrial Mixed Use Hospitality Self Storage Manufactured Housing Total
Beginning Balance $ — $ — $ — $ — $ — $ — $ — $ — $ —
Cumulative-effect adjustment upon adoption of ASU 2016-13 239 40 150 30 1 57 28 5 550
Current Period:
Provision/(benefit) for credit losses ( 154 ) ( 40 ) ( 103 ) 388 13 44 ( 28 ) ( 5 ) 115
Ending Balance $ 85 $ — $ 47 $ 418 $ 14 $ 101 $ — $ — $ 665
The following table represents the composition by loan type of the Company's commercial mortgage loans portfolio, excluding commercial mortgage loans, held for investment (dollars in thousands):
December 31, 2020 December 31, 2019
Loan Type Par Value Percentage Par Value Percentage
Multifamily $ 1,202,694 44.2 % $ 1,491,971 53.9 %
Office 517,464 19.0 % 414,772 15.0 %
Hospitality 403,908 14.8 % 446,562 16.1 %
Industrial 243,404 8.9 % 118,743 4.3 %
Mixed Use 102,756 3.8 % 58,808 2.1 %
Self Storage 86,424 3.2 % 67,767 2.4 %
Retail 78,550 2.9 % 111,620 4.0 %
Manufactured Housing 71,263 2.6 % 44,656 1.6 %
Land 16,400 0.6 % 16,400 0.6 %
Total $ 2,722,863 100.0 % $ 2,771,299 100.0 %
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
As of December 31, 2020 and 2019, the Company's total commercial mortgage loans, held-for-sale, measured at fair value was comprised of three and seven loans, respectively. As of December 31, 2020 and 2019, the contractual principal outstanding of commercial mortgage loans, held-for-sale, measured at fair value was $ 67.6 million and $ 112.5 million, respectively. As of December 31, 2020 and 2019, none of the Company's commercial mortgage loans, held-for-sale, measured at fair value were in default or greater than 90 days past due.
The following table represents the composition by loan type of the Company's commercial mortgage loans, held-for-sale, measured at fair value (dollars in thousands):
December 31, 2020 December 31, 2019
Loan Type Par Value Percentage Par Value Percentage
Industrial $ 67,550 99.9 % $ 23,625 21.0 %
Multifamily 100 0.1 % 78,250 69.6 %
Retail — — % 2,613 2.3 %
Hospitality — — % 8,000 7.1 %
Total $ 67,650 100.0 % $ 112,488 100.0 %
Loan Credit Quality and Vintage
The following tables present the amortized cost of our commercial mortgage loans, held for investment as of December 31, 2020, by loan type, the Company’s internal risk rating and year of origination. The risk ratings are updated as of December 31, 2020.
2020 2019 2018 2017 2016 2015 Prior Total
Multifamily:
Risk Rating:
1-2 internal grade $ 583,550 $ 349,588 $ 188,975 $ — $ — $ — $ 3,488 $ 1,125,601
3-4 internal grade — — 35,887 37,812 — — — 73,699
Total Multifamily Loans $ 583,550 $ 349,588 $ 224,862 $ 37,812 $ — $ — $ 3,488 $ 1,199,300
Retail:
Risk Rating:
1-2 internal grade $ 13,277 $ 22,760 $ 16,400 $ — $ — $ — $ — $ 52,437
3-4 internal grade — 12,872 29,425 — — — — 42,297
Total Retail Loans $ 13,277 $ 35,632 $ 45,825 $ — $ — $ — $ — $ 94,734
Office:
Risk Rating:
1-2 internal grade $ 244,301 $ 160,709 $ 61,169 $ 40,846 $ — $ — $ — $ 507,025
3-4 internal grade — — — 8,392 — — — 8,392
Total Office Loans $ 244,301 $ 160,709 $ 61,169 $ 49,238 $ — $ — $ — $ 515,417
Industrial:
Risk Rating:
1-2 internal grade $ 119,193 $ 89,590 $ — $ — $ — $ 33,655 $ — $ 242,438
3-4 internal grade — — — — — — — —
Total Industrial Loans $ 119,193 $ 89,590 $ — $ — $ — $ 33,655 $ — $ 242,438
Mixed Use:
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Risk Rating:
1-2 internal grade $ 30,246 $ — $ 59,451 $ 12,839 $ — $ — $ — $ 102,536
3-4 internal grade — — — — — — — —
Total Mixed Use Loans $ 30,246 $ — $ 59,451 $ 12,839 $ — $ — $ — $ 102,536
Hospitality:
Risk Rating:
1-2 internal grade $ 26,878 $ 10,547 $ — $ — $ — $ — $ — $ 37,425
3-4 internal grade — 160,079 115,026 90,612 — — — 365,717
Total Hospitality Loans $ 26,878 $ 170,626 $ 115,026 $ 90,612 $ — $ — $ — $ 403,142
Self Storage:
Risk Rating:
1-2 internal grade $ 41,305 $ — $ 44,908 $ — $ — $ — $ — $ 86,213
3-4 internal grade — — — — — — — —
Total Self Storage Loans $ 41,305 $ — $ 44,908 $ — $ — $ — $ — $ 86,213
Manufactured Housing:
Risk Rating:
1-2 internal grade $ 25,905 $ 45,049 $ — $ — $ — $ — $ — $ 70,954
3-4 internal grade — — — — — — — —
Total Manufactured Housing Loans $ 25,905 $ 45,049 $ — $ — $ — $ — $ — $ 70,954
Total $ 1,084,655 $ 851,194 $ 551,241 $ 190,501 $ — $ 33,655 $ 3,488 $ 2,714,734
Past Due Status
The following table presents an aging summary of the loans amortized cost basis at December 31, 2020 (dollars in thousands):
Multifamily Retail Office Industrial Mixed Use Hospitality Self Storage Manufactured Housing Total
Status:
Current $ 1,161,488 $ 94,734 $ 515,417 $ 242,438 $ 102,536 $ 346,067 $ 86,213 $ 70,954 $ 2,619,847
1-29 days past due — — — — — — — — —
30-59 days past due (1)
37,812 — — — — — — — 37,812
60-89 days past due — — — — — — — — —
90-119 days past due — — — — — — — — —
120+ days past due (1)
— — — — — 57,075 — — 57,075
Total $ 1,199,300 $ 94,734 $ 515,417 $ 242,438 $ 102,536 $ 403,142 $ 86,213 $ 70,954 $ 2,714,734
________________________
(1) For the year ended December 31, 2020, interest income recognized on these two loans was $ 1.9 million.
As of December 31, 2020, the Company had two loans on non-accrual status with a total cost basis of $ 94.9 million for which there was no related allowance for credit losses. As of December 31, 2019, the Company had one loan on non-accrual status with a cost basis of $ 57.1 million.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Credit Characteristics
As part of the Company's process for monitoring the credit quality of its commercial mortgage loans, excluding those held-for-sale, measured at fair value, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its loans. The loans are scored on a scale of 1 to 5 as follows:
Investment Rating
Summary Description
1 Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2 Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3 Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
4 Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5 Underperforming investment with expected loss of interest and some principal.
All commercial mortgage loans, excluding loans classified as commercial mortgage loans, held-for-sale, measured at fair value within the consolidated balance sheets, are assigned an initial risk rating of 2.0 . As of December 31, 2020 and 2019, the weighted average risk ratings of loans were 2.2 and 2.1 , respectively.
The following table represents the allocation by risk rating for the Company's commercial mortgage loans, held for investment, measured at fair value:
December 31, 2020 December 31, 2019
Risk Rating Number of Loans Par Value Risk Rating Number of Loans Par Value
1 — $ — 1 — —
2 104 2,232,045 2 113 2,452,330
3 22 384,040 3 8 298,994
4 4 106,778 4 1 19,975
5 — — 5 — —
130 $ 2,722,863 122 $ 2,771,299
For the years ended December 31, 2020 and December 31, 2019, the activity in the Company's commercial mortgage loans, held for investment portfolio was as follows (dollars in thousands):
Year Ended December 31,
2020 2019
Balance at Beginning of Year $ 2,762,042 $ 2,206,830
Cumulative-effect adjustment upon adoption of ASU 2016-13 ( 7,211 ) —
Acquisitions and originations 1,287,720 1,326,983
Principal repayments ( 1,223,490 ) ( 771,774 )
Discount accretion/premium amortization 6,146 6,264
Loans transferred from/(to) commercial real estate loans, held-for-sale ( 76,979 ) 10,100
Net fees capitalized into carrying value of loans ( 6,562 ) ( 5,339 )
Provision/(benefit) for credit losses ( 13,181 ) ( 3,007 )
Charge-off from allowance 427 6,922
Transfer to real estate owned ( 35,064 ) —
Transfer on deed in lieu of foreclosure to real estate owned — ( 14,937 )
Balance at End of Year $ 2,693,848 $ 2,762,042
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
During the year ended December 31, 2020, the Company wrote off a commercial mortgage loan, held for investment, with a carrying value of $ 14.4 million in exchange for the possession of a REO investment at a fair value of $ 14.0 million at the time of the transfer. This $ 14.0 million REO investment was comprised of $ 11.6 million of real property (land, building and improvements) and $ 2.4 million of personal property (furniture, fixture, and equipment). The transfer occurred when the Company took possession of the property by completing a foreclosure transaction in March 2020, resulting in a $ 0.4 million impairment loss at the time of transfer. Since the foreclosure was entered into due to the borrower experiencing financial difficulty and the recorded investment in the receivable was more than the fair value for the collateral collected, the transaction qualifies as a TDR. The Company sold this REO asset during the year ended December 31, 2020 for a $ 1.4 million gain, presented net of direct selling costs associated with the disposition of the asset, included within Realized gain/loss on sale of real estate owned assets, held-for-sale in the Company's consolidated statements of operations. The results of operations of the REO and the gain on sale have been included in the Company’s consolidated statements of operations for the year ended December 31, 2020.
During the year ended December 31, 2020, the Company reached an agreement with a borrower to take possession of certain real estate collateral. At the time of transfer, the carrying value of the commercial mortgage loan, held for investment was $ 21.1 million, which was exchanged for possession of the REO asset at a purchase price of $ 21.4 million. This $ 21.4 million REO investment was comprised of $ 18.9 million of real property (land, building and improvements) and $ 2.5 million of personal property (furniture, fixture, and equipment). The Company accounted for the REO acquired during the year ended December 31, 2020 as an asset acquisition. No gain or loss was recognized at the time of transfer. The Company sold this REO asset during the year ended December 31, 2020 for a $ 0.4 million gain, included within Realized gain/loss on sale of real estate owned assets, held-for-sale in the Company's consolidated statements of operations.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 4 - Real Estate Securities
The following is a summary of the Company's real estate securities, CMBS (dollars in thousands):
December 31, 2020
Type Interest Rate Maturity Par Value Fair Value
CMBS 1 3.0 % 5/15/2022 $ 13,250 $ 12,657
CMBS 2 2.2 % 6/26/2025 10,800 10,335
CMBS 3 2.5 % 2/15/2036 40,000 38,292
CMBS 4 1.9 % 6/15/2037 8,000 7,892
CMBS 5 2.1 % 9/15/2037 24,000 23,297
CMBS 6 2.3 % 6/15/2034 12,000 11,580
CMBS 7 1.5 % 12/15/2036 20,000 18,975
CMBS 8 1.8 % 12/15/2036 25,000 23,268
CMBS 9 2.3 % 3/15/2035 25,665 24,840
December 31, 2019
Type Interest Rate Maturity Par Value Fair Value
CMBS 1 4.7 % 5/15/2022 $ 13,250 $ 13,274
CMBS 2 3.8 % 6/26/2025 12,131 12,151
CMBS 3 4.1 % 2/15/2036 40,000 40,186
CMBS 4 3.7 % 5/15/2036 18,500 18,535
CMBS 5 3.1 % 5/15/2036 15,000 15,019
CMBS 6 3.2 % 5/15/2037 13,500 13,525
CMBS 7 3.4 % 5/15/2037 15,000 15,028
CMBS 8 3.2 % 6/15/2037 7,000 7,013
CMBS 9 3.6 % 2/15/2036 9,600 9,641
CMBS 10 3.5 % 8/15/2036 10,000 10,027
CMBS 11 3.6 % 6/15/2037 8,000 8,015
CMBS 12 3.3 % 7/15/2038 13,000 13,022
CMBS 13 3.3 % 9/15/2037 32,000 32,074
CMBS 14 3.7 % 9/15/2037 24,000 24,084
CMBS 15 3.3 % 10/19/2038 50,000 50,094
CMBS 16 3.7 % 10/19/2038 26,000 26,029
CMBS 17 3.2 % 6/15/2034 15,000 15,022
CMBS 18 3.5 % 6/15/2034 6,500 6,509
CMBS 19 3.9 % 6/15/2034 12,000 12,022
CMBS 20 3.1 % 12/15/2036 20,000 20,021
CMBS 21 3.4 % 12/15/2036 25,000 25,025
The Company classified its CMBS investments as available for sale as of December 31, 2020 and December 31, 2019. These investments are reported at fair value in the consolidated balance sheets with changes in fair value recorded in accumulated other comprehensive income/(loss). The weighted average contractual maturity for CLO investments included within the CMBS portfolio as of December 31, 2020 and December 31, 2019 was 14 and 17 years. The weighted average contractual maturity for single asset single borrower "SASB" investments as of December 31, 2020 and December 31, 2019 was 14 and 5 years.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The following table shows the amortized cost, allowance for expected credit losses, unrealized gain/(loss) and fair value of the Company's CMBS investments by investment type (dollars in thousands):
Amortized Cost Credit Loss Allowance Unrealized Gain Unrealized Loss Fair Value
December 31, 2020
CLO $ 123,444 $ — $ — $ ( 4,888 ) $ 118,556
SASB 55,948 — — ( 3,368 ) 52,580
Total $ 179,392 $ — $ — $ ( 8,256 ) $ 171,136
December 31, 2019
CLO $ 330,000 $ — $ 1 ( 881 ) $ 329,120
SASB 57,294 — — ( 98 ) 57,196
Total $ 387,294 $ — $ 1 $ ( 979 ) $ 386,316
As of December 31, 2020 the Company held nine CMBS positions with an amortized cost basis of $ 179.4 million and an unrealized loss of $ 8.3 million, of which seven positions had an unrealized loss for a period greater than twelve months. As of December 31, 2019, the Company held 21 CMBS positions with an amortized cost basis of $ 387.3 million and an unrealized loss of $ 1.0 million of which 2 positions had an unrealized loss for a period greater than twelve months.
The following table provides information on the unrealized losses and fair value on the Company's real estate securities, CMBS, available for sale that were in an unrealized loss position, and for which an allowance for credit losses has not been recorded as of December 31, 2020 and December 31, 2019 (amounts in thousands):
Fair Value Unrealized Loss
Securities with an unrealized loss less than 12 months Securities with an unrealized loss greater than 12 months Securities with an unrealized loss less than 12 months Securities with an unrealized loss greater than 12 months
December 31, 2020
CLOs $ 63,131 $ 55,425 $ ( 2,824 ) $ ( 2,064 )
SASB — 52,580 — ( 3,368 )
Total $ 63,131 $ 108,005 $ ( 2,824 ) $ ( 5,432 )
December 31, 2019
CLOs $ 315,845 $ 13,275 $ ( 863 ) $ ( 17 )
SASB 45,045 12,151 ( 67 ) ( 31 )
Total $ 360,890 $ 25,426 $ ( 930 ) $ ( 48 )
As of December 31, 2020 and December 31, 2019, there were seven securities and two securities, respectively with unrealized losses for a period greater than twelve months reflected in the table above. After evaluating the securities, the Company concluded that the unrealized losses reflected above were noncredit-related and would be recovered from the securities’ estimated future cash flows. The Company considered a number of factors in reaching this conclusion, including that the Company did not intend to sell the securities, it was not considered more likely than not that we would be forced to sell the securities prior to recovering our amortized cost, the portfolio is made up of investment grade securities of recent originations and higher tranches, and that there were no material credit events that would have caused us to otherwise conclude that the Company would not recover our cost. The allowance for credit losses is calculated using a discounted cash flow approach and is measured as the difference between the original cash flows expected to be collected to the revised cash flows expected to be collected discounted using the effective interest rate, limited by the amount that the fair value is less than the amortized cost basis. Significant judgment is used in projecting cash flows. As a result, actual income and/or credit losses could be materially different from what is currently projected and/or reported.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The following table provides information on the amounts of gain/(loss) on the Company's real estate securities, CMBS, available for sale (dollars in thousands):
Year Ended December 31,
2020 2019 2018
Unrealized gain/(loss) available for sale securities $ ( 8,026 ) $ ( 978 ) $ ( 459 )
Reclassification of net (gain)/loss on available for sale securities included in net income (loss) 748 — —
Unrealized gain/(loss) available for sale securities, net of reclassification adjustment $ ( 7,278 ) $ ( 978 ) $ ( 459 )
The amounts reclassified for net (gain)/loss on available for sale securities are included in the realized (gain)/loss on sale of real estate securities in the Company's consolidated statements of operations. The Company's unrealized gain/(loss) on available for sale securities is net of tax. Due to the Company's designation as a REIT, there was no tax impact on unrealized gain/(loss) on available for sale securities.
The deterioration in fair value of real estate securities for both collateralized loan obligations and other securities as of December 31, 2020 can be attributed mainly to the market down-turn and volatility as a result of high unemployment and credit uncertainties related to the outbreak of COVID-19. Management currently does not have the intention to sell any of the real estate securities as of December 31, 2020.
Note 5 - Real Estate Owned
The following table summarizes the Company's real estate owned assets as of December 31, 2020 (dollars in thousands):
As of December 31, 2020
Acquisition Date Property Type Primary Location(s) Land Building and Improvements Furniture, Fixtures and Equipment Accumulated Depreciation Real Estate Owned, net
October 2019 (1)
Office Jeffersonville, IN $ 1,887 $ 21,989 $ 3,565 $ ( 931 ) $ 26,510
$ 1,887 $ 21,989 $ 3,565 $ ( 931 ) $ 26,510
________________________
(1) Refer to Note 2 for the useful life of the above assets.
The following table summarizes the Company's real estate owned assets as of December 31, 2019 (dollars in thousands):
As of December 31, 2019
Acquisition Date Property Type Primary Location(s) Land Building and Improvements Furniture, Fixtures and Equipment Accumulated Depreciation Real Estate Owned, net
August 2019 (1)(2)
Hotel Chicago, IL $ — $ 8,110 $ — $ ( 86 ) $ 8,024
October 2019 (1)
Office Jeffersonville, IN 1,887 25,554 — ( 133 ) $ 27,309
$ 1,887 $ 33,664 $ — $ ( 219 ) $ 35,333
________________________
(1) Refer to Note 2 for the useful life of the above assets.
(2) Represents assets acquired by the Company by completing a deed-in-lieu of foreclosure transaction.
Depreciation expense for the years ended December 31, 2020 and 2019 totaled $ 1.0 million and $ 0.2 million, respectively.
During the year ended December 31, 2020, the Company entered into a deed in lieu of foreclosure agreement which resulted in the transfer of the REO asset located in Chicago, Illinois to a third party and thereby extinguished $ 11.0 million of debt that was acquired by the Company in 2020. The cost basis of the REO asset at the time of transfer was $ 16.3 million and liabilities assumed by the third party, including the extinguishment of debt, were $ 19.5 million, resulting in a realized gain of $ 3.2 million recognized in the consolidated statements of operations for the year ended December 31, 2020. In addition, during the first quarter of 2020, the Company recorded $ 0.4 million of Impairment losses on real estate owned assets in the consolidated statement of operations as indicators of impairment were noted through the Company's test for recoverability and review of the valuation estimates and operating results.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 6 - Leases
Operating Right of Use Asset
The Company had no operating right of use assets as of December 31, 2020 (see Note 5 - Real Estate Owned).
The following table summarizes the Company's operating right of use asset recognized in the consolidated balance sheets as of December 31, 2019 (dollars in thousands):
Acquisition Date Property Type Primary Location(s) Operating Right of Use Asset Gross Accumulated Amortization Operating Right of Use Asset, Net of Amortization
August 2019 Hotel Chicago, IL $ 6,109 $ ( 130 ) $ 5,979
$ 6,109 $ ( 130 ) $ 5,979
Operating Lease Liabilities
The Company had no operating lease liabilities as of December 31, 2020 (see Note 5 - Real Estate Owned).
On August 19, 2019, in conjunction with a deed-in-lieu of foreclosure transaction, the Company assumed a non-cancelable ground lease for the land on which the property is located and classified the lease as an operating lease. The ground lease required monthly rental payments with annual increases of 3 %. The initial term of the lease expired in 2067, which included a sixty -year period renewal. Rent expense for this operating lease for the years ended December 31, 2020 and 2019 totaled $ 0.7 million and $ 0.3 million, respectively.
The discount rate used to calculate the lease liability was 9 % and the remaining lease term was 47.95 years as of December 31, 2019.
Intangible Lease Asset
The following table summarizes the Company's intangible lease asset recognized in the consolidated balance sheets as of December 31, 2020 (dollars in thousands):
Acquisition Date Property Type Primary Location(s) Intangible Lease Asset, Gross Accumulated Amortization Intangible Lease Asset, Net of Amortization
October 2019 Office Jeffersonville, IN $ 14,509 $ ( 963 ) $ 13,546
$ 14,509 $ ( 963 ) $ 13,546
The following table summarizes the Company's intangible lease asset recognized in the consolidated balance sheets as of December 31, 2019 (dollars in thousands):
Acquisition Date Property Type Primary Location(s) Intangible Lease Asset, Gross Accumulated Amortization Intangible Lease Asset, Net of Amortization
October 2019 Office Jeffersonville, IN $ 14,509 $ ( 131 ) $ 14,377
$ 14,509 $ ( 131 ) $ 14,377
Rental Income
On October 15, 2019, the Company purchased an office building that was subject to an existing triple net lease. The minimum rental amount due under the lease is subject to annual increases of 1.5 %. The initial term of the lease expires in 2037 and contains renewal options for four consecutive five-year terms. The remaining lease term is 16.3 years. Rental income for this operating lease for the years ended December 31, 2020 and 2019 totaled $ 2.9 million and $ 0.6 million, respectively and is included in Revenue from real estate owned in the consolidated statements of operations.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The following table summarizes the Company's schedule of future minimum rents to be received under the lease (dollars in thousands):
Minimum Rents December 31, 2020
2021 $ 2,568
2022 2,607
2023 2,646
2024 2,686
2025 2,726
2026 and beyond 34,168
Total minimum rent $ 47,401
Amortization Expense
Intangible lease assets are amortized using the straight-line method over the contractual life of the lease, of a period up to 20 years. The weighted average life of intangible assets as of December 31, 2020 is approximately 16.3 years. Amortization expense for the years ended December 31, 2020 and 2019 totaled $ 0.8 million and $ 0.2 million, respectively.
The following table summarizes the Company's expected amortization for intangible assets over the next five years, assuming no further acquisitions or dispositions (dollars in thousands):
Amortization Expense December 31, 2020
2021 $ ( 825 )
2022 ( 825 )
2023 ( 825 )
2024 ( 825 )
2025 ( 825 )
Note 7 - Debt
Repurchase Agreements - Commercial Mortgage Loans
The Company has entered into repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM Repo Facility"), U.S Bank National Association (the "USB Repo Facility"), Barclays Bank PLC (the "Barclays Revolver Facility" and the "Barclays Repo Facility"), Wells Fargo Bank, National Association (the "WF Repo Facility"), and Credit Suisse AG (the "CS Repo Facility" and together with JPM Repo Facility, USB Repo Facility, WF Repo Facility, Barclays Revolver Facility, and Barclays Repo Facility, the "Repo Facilities").
The Repo Facilities are financing sources through which the Company may pledge one or more mortgage loans to the financing entity in exchange for funds typically at an advance rate of between 65 % to 80 % of the principal amount of the mortgage loan being pledged.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The details of the Company's Repo Facilities at December 31, 2020 and December 31, 2019 are as follows (dollars in thousands):
As of December 31, 2020
Repurchase Facility Committed Financing Amount Outstanding Interest Expense (1)
Ending Weighted Average Interest Rate Initial Term Maturity
JPM Repo Facility (2)
$ 300,000 $ 113,884 $ 5,020 2.54 % 10/6/2022
USB Repo Facility (3)
100,000 5,775 599 2.40 % 6/15/2021
CS Repo Facility (4)
200,000 106,971 3,539 2.84 % 8/19/2021
WF Repo Facility (5)
175,000 27,150 1,041 2.50 % 11/21/2021
Barclays Revolver Facility (6)
100,000 — 387 N/A 9/20/2021
Barclays Repo Facility (7)
300,000 22,560 1,046 2.51 % 3/15/2022
Total $ 1,175,000 $ 276,340 $ 11,632
________________________
(1) For the year ended December 31, 2020. Includes amortization of deferred financing costs.
(2) On October 6, 2020 the maturity date was amended to October 6, 2022.
(3) On June 9, 2020, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to June 15, 2021.
(4) On August 28, 2020, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to August 19, 2021. Additionally, in 2020 the committed financing amount was downsized from $ 300 million to $ 200 million.
(5) On November 17, 2020, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to November 21, 2021. There are two more one-year extension options available at the Company's discretion.
(6) There is one one -year extension option available at the Company's discretion.
(7) Includes two one -year extensions at the Company's option.
As of December 31, 2019
Repurchase Facility Committed Financing Amount Outstanding Interest Expense (1)
Ending Weighted Average Interest Rate Initial Term Maturity
JPM Repo Facility (2)
$ 300,000 $ 107,526 $ 6,862 4.51 % 1/30/2021
USB Repo Facility (3)
100,000 — 622 N/A 6/15/2020
CS Repo Facility (4)
300,000 87,375 5,563 4.84 % 3/27/2020
WF Repo Facility (5)
175,000 24,942 1,333 3.65 % 11/21/2020
Barclays Revolver Facility (6)
100,000 — 976 N/A 9/20/2021
Barclays Facility (7)
300,000 32,700 1,260 3.80 % 3/15/2022
Total $ 1,275,000 $ 252,543 $ 16,616
________________________
(1) For the year ended December 31, 2019. Includes amortization of deferred financing costs.
(2) On September 3, 2019, the committed financing amount was downsized from $ 520 million to $ 300 million and the maturity date was amended to January 30, 2021.
(3) Includes two one -year extensions at the option of an indirect wholly-owned subsidiary of the Company, which may be exercised upon the satisfaction of certain conditions.
(4) On March 26, 2019, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to March 27, 2020.
(5) Includes three one -year extensions at the Company’s option, which may be exercised upon the satisfaction of certain conditions.
(6) On September 13, 2019, the Company exercised the extension option, and extended the term maturity to September 20, 2021. There is one more one -year extension option available at the Company's discretion.
(7) Includes two one -year extensions at the Company's option.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Company expects to use the advances from the Repo Facilities to finance the acquisition or origination of eligible loans, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participation interests therein.
The Repo Facilities generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. As of December 31, 2020 and December 31, 2019, the Company is in compliance with all debt covenants.
Other financing and loan participation - Commercial Mortgage Loans
On March 23, 2020, the Company transferred $ 15.2 million of its interest in a term loan to Sterling National Bank ("SNB") via a participation agreement. During 2020, the Company's outstanding loan increased resultant of future fundings, leading to an increase in amount outstanding via the participation agreement. The Company incurred $ 0.5 million of interest expense on SNB for the year ended December 31, 2020. As of December 31, 2020 the outstanding participation balance was $ 31.4 million. The loan matures on February 9, 2023.
Mortgage Note Payable
On October 15, 2019, the Company obtained a commercial mortgage loan for $ 29.2 million related to the real estate owned portfolio. As of December 31, 2020 the loan accrued interest at an annual rate of 3.85 % and matures on November 6, 2034. The Company incurred $ 1.1 million of interest expense for the twelve months ended December 31, 2020. Additionally, on January 6, 2020, the Company obtained a commercial mortgage loan for $ 11.0 million related to the real estate owned portfolio. As of December 31, 2020 the loan and related real estate owned asset was no longer held by the Company (see Note 5 - Real Estate Owned) . The Company incurred $ 0.8 million of interest expense for the twelve months ended December 31, 2020.
Unsecured Debt
Pursuant to a lending and security agreement with Security Benefit Life Insurance Company ("SBL"), which was entered into in February 2020 and amended in March and August 2020, the Company may borrow up to $ 100.0 million at a rate of one-month LIBOR + 4.5 %. The facility has a maturity of February 10, 2023 and is secured by a pledge of equity interests in certain of the Company’s subsidiaries. The Company incurred $ 0.2 million of interest expense on the lending agreement with SBL for the twelve months ended December 31, 2020. As of December 31, 2020, there was no outstanding balance under the lending agreement.
Repurchase Agreements - Real Estate Securities
The Company has entered into various Master Repurchase Agreements (the "MRAs") that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30 - 90 days and terms are adjusted for current market rates as necessary.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Below is a summary of the Company's MRAs as of December 31, 2020 and 2019 (dollars in thousands):
Weighted Average
Counterparty Amount Outstanding Accrued Interest Collateral Pledged (1)
Interest Rate Days to Maturity
As of December 31, 2020
JP Morgan Securities LLC $ 33,791 $ 1,668 $ 43,612 1.75 % 31
Wells Fargo Securities, LLC — 1,057 — N/A N/A
Goldman Sachs International 22,440 455 30,794 1.68 % 16
Barclays Capital Inc. 76,809 2,102 97,244 1.71 % 33
Credit Suisse AG — 905 — N/A N/A
Citigroup Global Markets, Inc. 53,788 2,532 71,723 1.70 % 29
Total/Weighted Average $ 186,828 $ 8,719 $ 243,373 1.71 % 33
As of December 31, 2019
JP Morgan Securities LLC $ 83,353 $ 124 $ 93,500 2.53 % 20
Wells Fargo Securities, LLC 178,304 1,199 209,873 2.94 % 11
Barclays Capital Inc. 40,720 221 47,475 2.81 % 23
Citigroup Global Markets, Inc. 91,982 413 103,453 2.69 % 19
Total/Weighted Average $ 394,359 $ 1,957 $ 454,301 2.79 % 16
________________________
(1) Includes $ 72.2 million and $ 68.5 million of CLO notes, held by the Company, which is eliminated within the Real estate securities, at fair value line of the consolidated balance sheets as of as of December 31, 2020 and December 31, 2019, respectively.
Collateralized Loan Obligation
On January 15, 2020, the Company called all of the outstanding notes issued by BSPRT 2017-FL2 Issuer, Ltd., a wholly owned indirect subsidiary of the Company. The outstanding principal of the notes on the date of the call was $ 21.0 million. The Company recognized all the remaining unamortized deferred financing costs of $ 4.5 million recorded within the Interest expense line of the consolidated statements of operations, which was a non-cash charge.
As of December 31, 2020 and December 31, 2019 the notes issued by BSPRT 2018-FL3 Issuer, Ltd. and BSPRT 2018-FL3 Co-Issuer, LLC, wholly owned indirect subsidiaries of the Company, are collateralized by interests in a pool of 27 and 41 mortgage assets having a principal balance of $ 417.9 million and $ 523.2 million, respectively (the "2018-FL3 Mortgage Assets"). The sale of the 2018-FL3 Mortgage Assets to BSPRT 2018-FL3 Issuer, Ltd. is governed by a Mortgage Asset Purchase Agreement dated as of April 5, 2018, between the Company and BSPRT 2018-FL3 Issuer, Ltd.
As of December 31, 2020 and December 31, 2019 the notes issued by BSPRT 2018-FL4 Issuer, Ltd. and BSPRT 2018-FL4 Co-Issuer, LLC, each wholly owned indirect subsidiaries of the Company, are collateralized by interests in a pool of 59 and 49 mortgage assets having a principal balance of $ 852.1 million and $ 867.9 million, respectively (the "2018-FL4 Mortgage Assets"). The sale of the 2018-FL4 Mortgage Assets to BSPRT 2018-FL4 Issuer, Ltd. is governed by a Mortgage Asset Purchase Agreement dated as of October 12, 2018, between the Company and BSPRT 2018-FL4 Issuer, Ltd.
As of December 31, 2020 and December 31, 2019, the notes issued by BSPRT 2019-FL5 Issuer, Ltd. and BSPRT 2019-FL5 Co-Issuer, LLC, each wholly owned indirect subsidiaries of the Company, are collateralized by interests in a pool of 54 and 48 mortgage assets having a principal balance of $ 799.8 million and $ 809.4 million respectively (the "2019-FL5 Mortgage Assets"). The sale of the 2019-FL5 Mortgage Assets to BSPRT 2019-FL5 Issuer, Ltd. is governed by a Mortgage Asset Purchase Agreement dated as of May 30, 2019, between the Company and BSPRT 2019-FL5 Issuer, Ltd.
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Table of Contents
BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Company, through its wholly-owned subsidiaries, holds the preferred equity tranches of the above CLOs of approximately $ 256.9 million and $ 305.4 million as of December 31, 2020 and December 31, 2019, respectively. The following table represents the terms of the notes issued by the 2018-FL3 Issuer, 2018-FL4 Issuer, and 2019-FL5 Issuer (the "CLOs), respectively, as of December 31, 2020 (dollars in thousands):
CLO Facility Tranche Par Value Issued Par Value Outstanding (1)
Interest Rate Maturity Date
2018-FL3 Issuer Tranche A $ 286,700 $ 161,745 1M LIBOR + 105
10/15/2034
2018-FL3 Issuer Tranche A-S 77,775 77,775 1M LIBOR + 135
10/15/2034
2018-FL3 Issuer Tranche B 41,175 41,175 1M LIBOR + 165
10/15/2034
2018-FL3 Issuer Tranche C 39,650 39,650 1M LIBOR + 255
10/15/2034
2018-FL3 Issuer Tranche D 42,700 42,700 1M LIBOR + 345
10/15/2034
2018-FL4 Issuer Tranche A 416,827 416,659 1M LIBOR + 105
9/15/2035
2018-FL4 Issuer Tranche A-S 73,813 73,813 1M LIBOR + 130
9/15/2035
2018-FL4 Issuer Tranche B 56,446 56,446 1M LIBOR + 160
9/15/2035
2018-FL4 Issuer Tranche C 68,385 68,385 1M LIBOR + 210
9/15/2035
2018-FL4 Issuer Tranche D 57,531 57,531 1M LIBOR + 275
9/15/2035
2019-FL5 Issuer Tranche A 407,025 407,025 1M LIBOR + 115
5/15/2029
2019-FL5 Issuer Tranche A-S 76,950 76,950 1M LIBOR + 148
5/15/2029
2019-FL5 Issuer Tranche B 50,000 50,000 1M LIBOR + 140
5/15/2029
2019-FL5 Issuer Tranche C 61,374 61,373 1M LIBOR + 200
5/15/2029
2019-FL5 Issuer Tranche D 48,600 5,000 1M LIBOR + 240
5/15/2029
2019-FL5 Issuer Tranche E 20,250 3,000 1M LIBOR + 285
5/15/2029
$ 1,825,201 $ 1,639,227
________________________
(1) Excludes $ 267.1 million of CLO notes, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of December 31, 2020.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The following table represents the terms of the notes issued by the 2017-FL1 Issuer, 2017-FL2 Issuer, 2018-FL3 Issuer, 2018-FL4 Issuer, and 2019-FL5 Issuer (the "CLOs), respectively, as of December 31, 2019 (dollars in thousands):
CLO Facility Tranche Par Value Issued Par Value Outstanding (1)
Interest Rate Maturity Date
2017-FL2 Issuer Tranche A $ 237,970 $ — 1M LIBOR + 82
10/15/2034
2017-FL2 Issuer Tranche A-S 36,357 — 1M LIBOR + 110
10/15/2034
2017-FL2 Issuer Tranche B 26,441 — 1M LIBOR + 140
10/15/2034
2017-FL2 Issuer Tranche C 25,339 — 1M LIBOR + 215
10/15/2034
2017-FL2 Issuer Tranche D 35,255 21,444 1M LIBOR + 345
10/15/2034
2018-FL3 Issuer Tranche A 286,700 286,700 1M LIBOR + 105
10/15/2034
2018-FL3 Issuer Tranche A-S 77,775 77,775 1M LIBOR + 135
10/15/2034
2018-FL3 Issuer Tranche B 41,175 41,175 1M LIBOR + 165
10/15/2034
2018-FL3 Issuer Tranche C 39,650 39,650 1M LIBOR + 255
10/15/2034
2018-FL3 Issuer Tranche D 42,700 42,700 1M LIBOR + 345
10/15/2034
2018-FL4 Issuer Tranche A 416,827 416,827 1M LIBOR + 105
9/15/2035
2018-FL4 Issuer Tranche A-S 73,813 73,813 1M LIBOR + 130
9/15/2035
2018-FL4 Issuer Tranche B 56,446 56,446 1M LIBOR + 160
9/15/2035
2018-FL4 Issuer Tranche C 68,385 68,385 1M LIBOR + 210
9/15/2035
2018-FL4 Issuer Tranche D 57,531 57,531 1M LIBOR + 275
9/15/2035
2019-FL5 Issuer Tranche A 407,025 407,025 1M LIBOR + 115
5/15/2029
2019-FL5 Issuer Tranche A-S 76,950 76,950 1M LIBOR + 148
5/15/2029
2019-FL5 Issuer Tranche B 50,000 50,000 1M LIBOR + 140
5/15/2029
2019-FL5 Issuer Tranche C 61,374 61,374 1M LIBOR + 200
5/15/2029
2019-FL5 Issuer Tranche D 48,600 24,300 1M LIBOR + 240
5/15/2029
2019-FL5 Issuer Tranche E 20,250 20,250 1M LIBOR + 285
5/15/2029
$ 2,186,563 $ 1,822,345
________________________
(1) Excludes $ 261.4 million of CLO notes, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of December 31, 2019.
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Table of Contents
BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The below table reflects the total assets and liabilities of the Company's outstanding CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of December 31, 2020 and December 31, 2019 as the Company is the primary beneficiary of the VIE. The Company is the primary beneficiary of the CLOs because (i) the Company has the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIEs or the obligation to absorb losses of the VIEs that could be significant to the VIE.
Assets (dollars in thousands) December 31, 2020 December 31, 2019
Cash and cash equivalents (1)
$ 99,025 $ 89,946
Commercial mortgage loans, held for investment, net (2)
2,044,956 2,294,663
Accrued interest receivable 5,626 6,254
Total Assets $ 2,149,607 $ 2,390,863
Liabilities
Notes payable (3)(4)
$ 1,892,616 $ 2,064,601
Accrued interest payable 1,240 2,576
Total Liabilities $ 1,893,856 $ 2,067,177
________________________
(1) Includes $ 98.6 million and $ 89.3 million of cash held by the servicer related to CLO loan payoffs as of December 31, 2020 and December 31, 2019.
(2) The balance is presented net of allowance for credit losses of $ 19.4 million and $ 0.8 million as of December 31, 2020 and December 31, 2019, respectively.
(3) Includes $ 267.1 million and $ 261.4 million of CLO notes, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of December 31, 2020 and December 31, 2019.
(4) The balance is presented net of deferred financing cost and discount of $ 13.7 million and $ 19.2 million as of December 31, 2020 and December 31, 2019, respectively.
Note 8 - Earnings Per Share
The Company uses the two-class method in calculating basic and diluted earnings per share. Net income is allocated between our common stock and other participating securities based on their participation rights. Diluted net income per share has been computed using the weighted average number of shares of common stock outstanding and other dilutive securities. The following table presents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations and the calculation of basic and diluted earnings per share for the years ended December 31, 2020, 2019 and 2018, respectively (dollars in thousands, except share amounts):
Year Ended December 31,
Numerator 2020 2019 2018
Net income $ 54,746 $ 83,924 $ 52,825
Less: Preferred stock dividends 14,920 15,337 3,644
Less: Undistributed earnings allocated to preferred stock — 1,673 —
Net income attributable to common shareholders (for basic and diluted earnings per share) $ 39,826 $ 66,914 $ 49,181
Denominator
Weighted-average common shares outstanding for basic earnings per share 44,384,813 41,859,142 34,268,707
Effect of dilutive shares:
Unvested restricted shares 14,066 12,504 14,229
Weighted-average common shares outstanding for diluted earnings per share 44,398,879 41,871,646 36,779,735
Basic earnings per share $ 0.90 $ 1.60 $ 1.44
Diluted earnings per share $ 0.90 $ 1.60 $ 1.44
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 9 - Stock Transactions
As of December 31, 2020 and December 31, 2019, the Company had 44,510,051 and 43,916,815 shares of common stock outstanding, respectively, including shares issued pursuant to the Company's distribution reinvestment plan (the "DRIP"), share repurchases and unvested restricted shares.
As of December 31, 2020 and December 31, 2019, the Company had 40,515 and 40,500 shares of Series A Preferred Stock outstanding, respectively and 1,400 and 1,400 shares of Series C Preferred Stock outstanding, respectively.
The following tables present the activity in the Company's Series A Preferred Stock for the periods ended December 31, 2020 and December 31, 2019, respectively (dollars in thousands, except share amounts):
Series A Preferred Stock Shares Amount
Beginning Balance, December 31, 2019 40,500 $ 202,144
Issuance of Preferred Stock 14 70
Dividends paid in Preferred Stock 1 7
Offering costs — ( 23 )
Amortization of offering costs — 94
Ending Balance, December 31, 2020 40,515 $ 202,292
Series A Preferred Stock Shares Amount
Beginning Balance, December 31, 2018 29,249 $ 145,786
Issuance of Preferred Stock 11,247 56,233
Dividends paid in Preferred Stock 4 24
Offering costs — —
Amortization of offering costs — 101
Ending Balance, December 31, 2019 40,500 $ 202,144
The following tables present the activity in the Company's Series C Preferred Stock for the periods ended December 31, 2020 and December 31, 2019, (dollars in thousands, except share amounts):
Series C Preferred Stock Shares Amount
Beginning Balance, December 31, 2019 1,400 $ 6,966
Issuance of Preferred Stock — —
Dividends paid in Preferred Stock — —
Offering costs — ( 11 )
Amortization of offering costs — 7
Ending Balance, December 31, 2020 1,400 $ 6,962
Series C Preferred Stock Shares Amount
Beginning Balance, December 31, 2018 — $ —
Issuance of Preferred Stock 1,400 6,998
Dividends paid in Preferred Stock — —
Offering costs — ( 33 )
Amortization of offering costs — 1
Ending Balance, December 31, 2019 1,400 $ 6,966
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Distributions
In order to maintain its election to qualify as a REIT, the Company must currently distribute, at a minimum, an amount equal to 90 % of its taxable income, without regard to the deduction for distributions paid and excluding net capital gains. The Company must distribute 100 % of its taxable income (including net capital gains) to avoid paying corporate U.S. federal income taxes. Distribution payments are dependent on the availability of funds. The Company's board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore, distributions payments are not assured.
In April 2020, the Company’s board of directors unanimously approved a transition in the timing of the dividend payments to holders of the Company’s common stock from a monthly payment with daily accruals to a quarterly payment and accrual basis. The first quarterly dividend was the second quarter 2020 dividend payable in July 2020. Similarly, the Company began paying accrued and unpaid dividends on Preferred Stock on a quarterly basis.
The monthly distributions for the first quarter of 2020 were paid at a daily rate equivalent to $ 1.44 per annum, per share of common stock. Starting with the second quarter 2020 distribution, the 2020 quarterly distributions were paid at a quarterly rate of $ 0.275 per share of common stock (equivalent to $ 1.10 per annum). Distribution payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore, distribution payments are not assured. Subject to the terms of the Preferred Stock, dividends on the Company’s Preferred Stock are generally paid on an as-converted basis with the common stock.
The Company distributed $ 45.7 million of common stock dividends during the year ended December 31, 2020, comprised of $ 36.8 million in cash and $ 8.9 million in shares of common stock issued under the DRIP. The DRIP was temporarily suspended for the March 2020 dividend due to COVID-19 related valuation volatility, but was reactivated for the second quarter 2020 dividend. The Company distributed $ 59.7 million of common stock dividends during the year ended December 31, 2019, comprised of $ 45.8 million in cash and $ 13.9 million in shares of common stock issued under the DRIP.
As of December 31, 2020 and December 31, 2019, the Company had declared but unpaid common stock distributions of $ 12.2 million and $ 5.4 million, respectively. Additionally, as of December 31, 2020 and December 31, 2019, the Company had declared but unpaid distributions of $ 3.3 million and $ 1.5 million for Series A Preferred Stock, respectively and $ 0.1 million and $ 0.1 million for Series C Preferred Stock, respectively. These amounts are included in Distributions payable on the Company’s consolidated balance sheets.
Share Repurchase Program
The Company's board of directors unanimously approved an amended and restated share repurchase program (the “SRP”), which became effective on February 28, 2016. The SRP enables stockholders to sell their shares to the Company. Subject to certain conditions, stockholders that purchased shares of the Company's common stock or received their shares from us (directly or indirectly) through one or more non-cash transactions and have held their shares for a period of at least one year may request that the Company repurchase their shares of common stock so long as the repurchase otherwise complies with the provisions of Maryland law. Repurchase requests made following the death or qualifying disability of a stockholder will not be subject to any minimum holding period.
The repurchase price per share for SRP repurchases is equal to the lesser of (i) the Company’s most recent estimated per-share net asset value ("NAV"), as approved by the Company’s board of directors from time to time, and (ii) the Company’s book value per share, computed in accordance with GAAP, multiplied by a percentage equal to (i) 92.5 %, if the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) 95 %, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) 97.5 %, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; or (iv) 100 %, if the person seeking repurchase has held his or her shares for a period greater than four years or in the case of requests for death or disability. The Company’s estimated per-share NAV as of December 31, 2020, as determined by the board of directors, is $ 17.88 . The Company’s GAAP book value per share as of December 31, 2020 is $ 17.94 .
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Repurchase requests related to death or a qualifying disability must satisfy certain conditions, each of which are assessed by and at the sole discretion of the Company, including the following conditions. In the case of death, the shareholder must be a natural person (or a revocable grantor trust) and the Company must receive a written notice from the estate of the shareholder, the recipient of the shares through bequest or inheritance, or the trustee in the case of a revocable grantor trust. In the case of a “qualifying disability”, the shareholder must be a natural person (or a revocable grantor trust) and the Company must receive a written notice from the shareholder, or the trustee in the case of a revocable grantor trust, that the condition was not pre-existing on the date the shares were acquired. In order for a disability to be considered a “qualifying disability”, the shareholder must receive and provide evidence (the shareholder application and the notice of final determination) of disability based upon a physical or mental condition or impairment made by a government agency responsible for reviewing and determining disability retirement benefits (e.g. the Social Security Administration).
Repurchases pursuant to the SRP, when requested, generally will be made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester will be limited to a maximum of 2.5 % of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0 % of the weighted average number of shares of common stock outstanding during the previous fiscal year. Funding for repurchases pursuant to the SRP for any given fiscal semester will be limited to proceeds received during that same fiscal semester through the issuance of common stock pursuant to any DRIP in effect from time to time, provided that the Company's board of directors has the power, in its sole discretion, to determine the amount of shares repurchased during any fiscal semester as well as the amount of funds to be used for that purpose. Any repurchase requests received during such fiscal semester will be paid at the price, computed as described above on the last day of such fiscal semester. Due to these limitations, the Company cannot guarantee that the Company will be able to accommodate all repurchase requests made during any fiscal semester or fiscal year. However, a stockholder may withdraw its request at any time or ask that the Company honors the request when funds are available. Pending repurchase requests will be honored on a pro rata basis. The Company will generally pay repurchase proceeds, less any applicable tax or other withholding required by law, by the 31st day following the end of the fiscal semester during which the repurchase request was made.
The following table reflects the number of shares repurchased under the SRP cumulatively through December 31, 2020:
Number of Requests Number of Shares Repurchased Average Price per Share
Cumulative as of December 31, 2019 5,878 3,542,267 $ 20.23
January 1 - January 31, 2020 (1)
1,170 373,135 18.56
February 1 - February 28, 2020 — — N/A
March 1 - March 31, 2020 — — N/A
April 1 - April 30, 2020 (1)
— — N/A
May 1 - May 31, 2020 — — N/A
June 1 - June 30, 2020 — — N/A
July 1 - July 31, 2020 (2)
1,046 206,332 16.25
August 1 - August 31, 2020 — — N/A
September 1 - September 30, 2020 (2)
— — N/A
October 1 - October 31, 2020 — — N/A
November 1 - November 30, 2020 — — N/A
December 1 - December 31, 2020 — — N/A
Cumulative as of December 31, 2020 8,094 4,121,734 $ 19.88
________________________
(1) Reflects shares repurchased pursuant to repurchase requests submitted for the second semester of 2019, including 11,306 shares which for administrative reasons were processed in April 2020. Pursuant to the terms of the SRP, the Company is only authorized to repurchase up to the amount of proceeds reinvested through our DRIP during the applicable semester. As a result, redemption requests in the amount of 1,986,803 shares were not fulfilled for the second semester of 2019.
(2) Reflects shares repurchased pursuant to repurchase requests submitted for the first semester of 2020, including 771 shares which for administrative reasons were processed in September 2020. Pursuant to the terms of the SRP, the Company is only authorized to repurchase up to the amount of proceeds reinvested through our DRIP during the applicable semester. As a result, redemption requests in the amount of 1,677,268 shares were not fulfilled for the first semester of 2020.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 10 - Commitments and Contingencies
Unfunded Commitments Under Commercial Mortgage Loans
As of December 31, 2020 and 2019, the Company had the below unfunded commitments to the Company's borrowers (dollars in thousands):
Funding Expiration December 31, 2020 December 31, 2019
2020 $ — $ 90,519
2021 59,692 100,861
2022 91,420 56,863
2023 69,880 8,637
2024 and beyond 7,700 5,450
$ 228,692 $ 262,330
The borrowers are required to meet or maintain certain metrics in order to qualify for the unfunded commitment amounts.
Litigation and Regulatory Matters
The Company is not presently involved in any material litigation arising outside the ordinary course of business. However, the Company is involved in routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, will have a material impact on the Company’s financial condition, operating results or cash flows.
Note 11 - Related Party Transactions and Arrangements
Advisory Agreement Fees and Reimbursements
Pursuant to the Advisory Agreement, the Company is required to make the following payments and reimbursements to the Advisor:
• The Company reimburses the Advisor’s costs of providing services pursuant to the Advisory Agreement, except the salaries and benefits paid by the Advisor to the Company’s executive officers.
• The Company pays the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 1.5 % of stockholders' equity as calculated pursuant to the Advisory Agreement.
• The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital exceeds 6.0 % per annum, our Advisor will be entitled to 15.0 % of the excess total return; provided that in no event will the annual subordinated performance fee payable to our Advisor exceed 10.0 % of the aggregate total return for such year.
• The Company reimburses the Advisor for insourced expenses incurred by the Advisor on the Company's behalf related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5 % of the principal amount funded by the Company to originate or acquire commercial mortgage loans and up to 0.5 % of the anticipated net equity funded by the Company to acquire real estate securities investments.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The table below shows the costs incurred due to arrangements with our Advisor and its affiliates during the years ended December 31, 2020, 2019 and 2018 and the associated payable as of December 31, 2020 and 2019 (dollars in thousands):
Year Ended December 31, Payable as of December 31,
2020 2019 2018 2020 2019
Acquisition expenses (1)
696 900 452 — 225
Administrative services expenses 13,120 16,363 13,446 2,940 1,238
Asset management and subordinated performance fee 15,178 16,226 10,299 4,773 3,326
Other related party expenses (2)(3)
703 1,610 1,259 1,812 —
Total related party fees and reimbursements $ 29,697 $ 35,099 $ 25,456 $ 9,525 $ 4,789
________________________
(1) Total acquisition fees and expenses paid during the years ended December 31, 2020, 2019 and 2018 were $ 7.1 million, $ 8.4 million and $ 8.1 million respectively, of which $ 6.4 million, $ 7.5 million and $ 7.6 million were capitalized within the commercial mortgage loans, held for investment line of the consolidated balance sheets for the years ended December 31, 2020, 2019 and 2018.
(2) These are related to reimbursable costs incurred related to the increase in loan origination activities and are included in Other expenses in the Company's consolidated statements of operations.
(3) The related party payable includes $ 1.8 million of payments made by the Advisor to third party vendors on behalf of the Company.
The payables as of December 31, 2020 and 2019 in the table above are included in Due to affiliates on the Company's consolidated balance sheets.
Other Transactions
On February 22, 2018, the Company purchased commercial mortgage loans, held-for-sale from an entity that is an affiliate of the Company's Advisor, for an aggregate purchase price of $ 27.8 million. The purchase of the commercial mortgage loans and the $ 27.8 million purchase price were approved by the Company’s board of directors. On April 18, 2018, the Company sold $ 23.3 million of these commercial mortgage loans into a CMBS securitization. The remaining $ 4.5 million of these commercial mortgage loans, recorded as held for investment, were fully paid down during the year ended December 31, 2020.
Pursuant to a lending and security agreement with Security Benefit Life Insurance Company ("SBL"), which was entered into in February 2020 and amended in March and August 2020, the Company may borrow up to $ 100.0 million at a rate of one-month LIBOR + 4.5 %. SBL is an entity that also holds 14,950 of the Company’s outstanding shares of Series A Preferred Stock. The facility has a maturity of February 10, 2023 and is secured by a pledge of equity interests in certain of the Company’s subsidiaries. The Company incurred $ 0.2 million of interest expense on the lending agreement with SBL for the year ended December 31, 2020. As of December 31, 2020 there was no outstanding balance under the lending agreement.
Note 12 - Share-Based Compensation
Restricted Share Plan
The Company has an employee and director incentive restricted share plan (the "RSP"), which provides the Company with the ability to grant awards of restricted shares to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, the Advisor and its affiliates. The total number of common shares granted under the RSP shall not exceed 5.0 % of the Company’s authorized common shares pursuant to the Offering, and in any event, will not exceed 4.0 million shares (as such number may be adjusted for stock splits, stock distributions, combinations and similar events).
Restricted share awards entitle the recipient to receive common shares from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient’s employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in common shares shall be subject to the same restrictions as the underlying restricted shares. The fair value of the restricted share awards are expensed over the vesting period.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
As of December 31, 2020, the Company had granted 44,876 restricted shares to its independent directors, of which 5,333 were forfeited and 27,823 have vested, leaving a balance of 11,720 unvested restricted shares. As of December 31, 2019, the Company had granted 34,106 restricted shares to its independent directors, of which 5,333 were forfeited and 20,207 have vested, leaving a balance of 8,566 unvested restricted shares. The compensation expense associated with the restricted share grants was $ 0.2 million, $ 0.2 million and $ 0.2 million, for the years ended December 31, 2020, 2019 and 2018, respectively and are included within Other expenses line on the consolidated statements of operations.
Note 13 - Fair Value of Financial Instruments
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair values. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:
• Level I - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
• Level II - Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
• Level III - Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.
The Company has implemented valuation control processes to validate the fair value of the Company's financial instruments measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and the assumptions are reasonable.
Financial Instruments Measured at Fair Value on a Recurring Basis
CMBS recorded in real estate securities, available for sale, measured at fair value on the consolidated balance sheets are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, and recent trades of similar real estate securities. Depending upon the significance of the fair value inputs used in determining these fair values, these real estate securities are classified in either Level II or Level III of the fair value hierarchy. As of December 31, 2020 and December 31, 2019, the Company obtained third party pricing for determining the fair value of each CMBS investment, resulting in a Level II classification.
Commercial mortgage loans held-for-sale, measured at fair value in the Company's TRS are initially recorded at transaction proceeds, which are considered to be the best initial estimate of fair value. The Company engaged the services of a third party independent valuation firm to determine fair value of certain investments held by the Company. Fair value is determined using a discounted cash flow model that primarily considers changes in interest rates and credit spreads, weighted average life and current performance of the underlying collateral. Commercial mortgage loans held-for-sale, measured at fair value that are originated in the last month of the reporting period are held and marked to the transaction proceeds. The Company classified the commercial mortgage loans held-for-sale, measured at fair value as Level III.
Other real estate investments, measured at fair value on the consolidated balance sheets are valued using unobservable inputs. The Company engaged the services of a third party independent valuation firm to determine fair value of certain investments, including preferred equity investments, held by the Company. Fair value is determined using a discounted cash flow model that primarily considers changes in interest rates and credit spreads, weighted average life and current performance of the underlying collateral. The Company classified the other real estate investments, measured at fair value as Level III.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The fair value for Treasury note futures is derived using market prices. Treasury note futures trade on the Chicago Mercantile Exchange (“CME”). The instruments are a variety of recently issued 10-year U.S. Treasury notes. The future contracts are liquid and are centrally cleared through the CME. Treasury note futures are generally categorized in Level I of the fair value hierarchy.
The fair value for credit default swaps and interest rate swaps contracts are derived using pricing models that are widely accepted by marketplace participants. Credit default swaps and interest rate swaps are traded in the OTC market. The pricing models take into account multiple inputs including specific contract terms, interest rate yield curves, interest rates, credit curves, recovery rates, and/or current credit spreads obtained from swap counterparties and other market participants. Most inputs into the models are not subjective as they are observable in the marketplace or set per the contract. Valuation is primarily determined by the difference between the contract spread and the current market spread. The contract spread (or rate) is generally fixed and the market spread is determined by the credit risk of the underlying debt or reference entity. If the underlying indices are liquid and the OTC market for the current spread is active, credit default swaps and interest rate swaps are categorized in Level II of the fair value hierarchy. If the underlying indices are illiquid and the OTC market for the current spread is not active, credit default swaps are categorized in Level III of the fair value hierarchy. The credit default swaps and
interest rate swaps are generally categorized in Level II of the fair value hierarchy.
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets or liabilities. The Company's policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the beginning of the reporting period. There were no material transfers between levels within the fair value hierarchy during the years ended December 31, 2020 and December 31, 2019.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The following table presents the Company's financial instruments carried at fair value on a recurring basis in the consolidated balance sheets by its level in the fair value hierarchy as of December 31, 2020 and December 31, 2019 (dollars in thousands):
December 31, 2020 Total Level I Level II Level III
Assets, at fair value
Real estate securities, available for sale, measured at fair value $ 171,136 $ — $ 171,136 $ —
Commercial mortgage loans, held-for-sale, measured at fair value 67,649 — — 67,649
Other real estate investments, measured at fair value 2,522 — — 2,522
Interest rate swaps 25 — 25 —
Total assets, at fair value $ 241,332 $ — $ 171,161 $ 70,171
Liabilities, at fair value
Credit default swaps $ 297 $ — $ 297 $ —
Treasury note futures 106 106 — —
Total liabilities, at fair value $ 403 $ 106 $ 297 $ —
December 31, 2019
Assets, at fair value
Real estate securities, available for sale, measured at fair value $ 386,316 $ — $ 386,316 $ —
Commercial mortgage loans, held-for-sale, measured at fair value 112,562 — — 112,562
Other real estate investments, measured at fair value 2,557 — — 2,557
Credit default swaps 59 — 59 —
Interest rate swaps 325 — 325 —
Treasury note futures 735 735 — —
Total assets, at fair value $ 502,554 $ 735 $ 386,700 $ 115,119
Liabilities, at fair value
Credit default swaps $ 1,581 $ — $ 1,581 $ —
Total liabilities, at fair value $ 1,581 $ — $ 1,581 $ —
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level III category. As a result, the unrealized gains and losses for assets and liabilities within the Level III category may include changes in fair value that were attributable to both observable and unobservable inputs. The following table summarizes the valuation method and significant unobservable inputs used for the Company’s financial instruments that are categorized within Level III of the fair value hierarchy as of December 31, 2020 and December 31, 2019 (dollars in thousands).
Asset Category Fair Value Valuation Methodologies Unobservable Inputs (1)
Weighted Average (2)
Range
December 31, 2020
Commercial mortgage loans, held-for-sale, measured at fair value $ 67,649 Discounted Cash Flow Yield 16.6 % 15.6 % - 17.6 %
Other real estate investments, measured at fair value 2,522 Discounted Cash Flow Yield 13.2 % 12.2 % - 14.2 %
December 31, 2019
Commercial mortgage loans, held-for-sale, measured at fair value $ 112,562 Discounted Cash Flow Yield 4.9 % 4.7 % - 5.2 %
Other real estate investments, measured at fair value 2,557 Broker Quotes Yield 12.4 % 11.4 % - 13.4 %
________________________
(1) In determining certain inputs, the Company evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. The Company has determined that market participants would take these inputs into account when valuing the investments.
(2) Inputs were weighted based on the fair value of the investments included in the range.
Increases or decreases in any of the above unobservable inputs in isolation would result in a lower or higher fair value measurement for such assets.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The following table presents additional information about the Company’s financial instruments which are measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019 for which the Company has used Level III inputs to determine fair value (dollars in thousands):
December 31, 2020
Commercial mortgage loans, held-for-sale, measured at fair value Other real estate investments, measured at fair value
Beginning balance, January 1, 2020 $ 112,562 $ 2,557
Transfers into Level III (2)
23,625 —
Total realized and unrealized gain/(loss) included in earnings:
Realized gain/(loss) on sale of commercial mortgage loan, held-for-sale 15,931 —
Unrealized gain/(loss) on commercial mortgage loans, held-for-sale and other real estate investments ( 75 ) ( 32 )
Net accretion — ( 3 )
Purchases (1)
267,552 —
Sales / paydowns (1)
( 328,321 ) —
Transfers out of Level III (2)
( 23,625 ) —
Ending Balance, December 31, 2020 $ 67,649 $ 2,522
December 31, 2019
Commercial mortgage loans, held-for-sale, measured at fair value Other real estate investments, measured at fair value
Beginning balance, January 1, 2019 $ 76,863 $ —
Transfers into Level III (2)
— —
Total realized and unrealized gain (loss) included in earnings:
Realized gain (loss) on sale of real estate securities — —
Realized gain (loss) on sale of commercial mortgage loan held-for-sale 37,832 —
Unrealized gain (loss) on commercial mortgage loans held-for-sale and other real estate investments 312 47
Net accretion — —
Unrealized gain (loss) included in OCI — —
Purchases 1,015,677 2,510
Sales / paydowns ( 1,008,050 ) —
Cash repayments / receipts — —
Transfers out of Level III (2)
( 10,072 ) —
Ending Balance, December 31, 2019 $ 112,562 $ 2,557
________________________
(1) Excluded from Purchases and Sales/paydowns are $ 679.1 million and $ 682.0 million, respectively, of loans that collateralize a CMBS investment required to be consolidated in connection with the Company's retention of the B tranche during the year ended December 31, 2020. Upon disposition of the B tranche during the year ended December 31, 2020, the Company recognized a gain of $ 2.8 million that is recorded in Realized gain/loss on sale of real estate securities on the consolidated statements of operations.
(2) Transfers in and transfers out include transfers between Commercial mortgage loans, held-for-sale and Commercial mortgage loans, held for investment.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The fair value of cash and cash equivalents and restricted cash are measured using observable quoted market prices, or Level I inputs and their carrying value approximates their fair value. The fair value of borrowings under repurchase agreements approximate their carrying value on the consolidated balance sheets due to their short-term nature, and are measured using Level II inputs.
Financial Instruments Not Measured at Fair Value
The fair values of the Company's commercial mortgage loans, held for investment and collateralized loan obligations, which are not reported at fair value on the consolidated balance sheets are reported below as of December 31, 2020 and 2019 (dollars in thousands):
Level Carrying Amount Fair Value
December 31, 2020
Commercial mortgage loans, held for investment (1)
Asset III $ 2,714,734 $ 2,724,039
Collateralized loan obligation Liability III 1,625,498 1,606,478
Mortgage note payable Liability III 29,167 29,167
Other financing and loan participation - commercial mortgage loans Liability III 31,379 31,379
December 31, 2019
Commercial mortgage loans, held for investment (1)
Asset III $ 2,762,963 $ 2,784,650
Collateralized loan obligation Liability III 1,803,185 1,822,386
Mortgage note payable Liability III 29,167 29,167
________________________
(1) The carrying value is gross of $ 20.9 million and $ 0.9 million of allowance for credit losses as of December 31, 2020 and December 31, 2019, respectively.
The fair value of the commercial mortgage loans, held for investment is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of investments. The Company estimates the fair value of the collateralized loan obligations using external broker quotes. The fair value of the other financing and loan participation-commercial mortgage loans is generally estimated using a discounted cash flow analysis. At December 31, 2020, the Mortgage note payable was initially recorded at transaction proceeds, which are considered to be the best initial estimate of fair value.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 14 - Derivative Instruments
The Company uses derivative instruments primarily to manage the fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market risk.
As of December 31, 2020, the net premiums received on derivative instrument assets were $ 1.3 million.
The following derivative instruments were outstanding as of December 31, 2020 and December 31, 2019 (dollars in thousands):
Fair Value
Contract type Notional Assets
Liabilities
As of December 31, 2020
Credit default swaps $ 46,000 $ — $ 297
Interest rate swaps 32,517 25 —
Treasury note futures 43,500 — 106
Total $ 122,017 $ 25 $ 403
As of December 31, 2019
Credit default swaps $ 94,300 $ 59 $ 1,581
Interest rate swaps 42,546 325 —
Treasury note futures 74,000 735 —
Total $ 210,846 $ 1,119 $ 1,581
The following table indicates the net realized and unrealized gains and losses on derivatives, by primary underlying risk exposure, as included in loss on derivative instruments in the consolidated statements of operations for year ended December 31, 2020 and December 31, 2019:
Year Ended December 31, 2020 Year Ended December 31, 2019
Contract type Unrealized
(Gain)/Loss Realized
(Gain)/Loss Unrealized
(Gain)/Loss Realized
(Gain)/Loss
Credit default swaps $ ( 143 ) $ 323 $ 456 $ 2,230
Interest rate swaps 296 7,463 ( 380 ) ( 269 )
Treasury note futures 842 4,665 ( 1,798 ) 1,962
Options — 35 — 401
Total $ 995 $ 12,486 $ ( 1,722 ) $ 4,324
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 15 - Offsetting Assets and Liabilities
The Company's consolidated balance sheets used a gross presentation of repurchase agreements and collateral pledged. The table below provides a gross presentation, the effects of offsetting and a net presentation of the Company's derivative instruments and repurchase agreements within the scope of ASC 210-20, Balance Sheet—Offsetting , as of December 31, 2020 and December 31, 2019 (dollars in thousands):
Gross Amounts Not Offset on the Balance Sheet
Assets Gross Amounts of Recognized Assets
Gross Amounts Offset on the Balance Sheet
Net Amount of Assets Presented on the Balance Sheet
Financial Instruments
Cash Collateral (1)
Net Amount
December 31, 2020
Derivative instruments, at fair value $ 25 $ — $ 25 $ — $ — $ 25
December 31, 2019
Derivative instruments, at fair value $ 1,119 $ — $ 1,119 $ — $ 10,895 $ —
Gross Amounts Not Offset on the Balance Sheet
Liabilities Gross Amounts of Recognized Liabilities
Gross Amounts Offset on the Balance Sheet
Net Amount of Assets Presented on the Balance Sheet
Financial Instruments
Cash Collateral (1)
Net Amount
December 31, 2020
Repurchase agreements, commercial mortgage loans $ 276,340 $ — $ 276,340 $ 496,030 $ 5,016 $ —
Repurchase agreements, real estate securities 186,828 — 186,828 245,956 1,146 —
Derivative instruments, at fair value 403 — 403 — 3,435 —
December 31, 2019
Repurchase agreements, commercial mortgage loans $ 252,543 $ — $ 252,543 $ 394,229 $ 5,011 $ —
Repurchase agreements, real estate securities 394,359 — 394,359 454,301 1,657 —
Derivative instruments, at fair value 1,581 — 1,581 — 3,679 —
________________________
(1) These cash collateral amounts are recorded within the Restricted cash and Accounts payable and accrued expenses balances on the consolidated balance sheets.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 16 - Segment Reporting
The Company conducts its business through the following reporting segments:
• The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.
• The real estate securities business focuses on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.
• The commercial real estate conduit business operated through the Company's TRS, which is focused on generating risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit.
• The real estate owned business represents real estate acquired by the Company through foreclosure, deed in lieu of foreclosure, or purchase.
The following table represents the Company's operations by segment for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 (dollars in thousands):
December 31, 2020 Total Real Estate Debt and Other Real Estate Real Estate Securities TRS Real Estate Owned
Interest income $ 179,872 $ 165,907 $ 10,854 $ 3,111 $ —
Revenue from real estate owned 4,299 — — — 4,299
Interest expense 66,556 54,480 7,914 2,185 1,977
Net income 54,746 66,383 ( 7,207 ) ( 5,559 ) 1,129
Total assets as of December 31, 2020 3,189,761 2,866,790 175,088 105,364 42,519
December 31, 2019
Interest income $ 195,299 $ 181,434 $ 6,149 $ 7,716 $ —
Revenue from real estate owned 3,169 — — — 3,169
Interest expense 90,418 83,597 2,911 3,670 240
Net income 83,924 61,936 3,238 19,130 ( 380 )
Total assets as of December 31, 2019 3,540,620 2,964,233 388,170 131,193 57,024
December 31, 2018
Interest income $ 152,288 $ 144,967 $ 717 $ 6,604 $ —
Interest expense 70,000 65,521 770 3,709 —
Net income 52,825 50,041 ( 160 ) 2,944 —
Total assets as of December 31, 2018 2,606,078 2,492,440 26,474 87,164 —
For the purposes of the table above, any expenses not associated with a specific segment have been allocated to the business segments using a percentage derived by using the sum of commercial mortgage loans originated during the year as the denominator and commercial mortgage loans, held for investment net of allowance and commercial mortgage loans, held-for-sale, measured at fair value as numerator.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 17 - Income Taxes
The Company has conducted its operations to qualify as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2013. As a REIT, if the Company meets certain organizational and operational requirements and distributes at least 90% of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to its stockholders in a year, it will not be subject to U.S. federal income tax to the extent of the income that it distributes. However, even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on income in addition to U.S. federal income and excise taxes on its undistributed income. The Company, through its TRS, is indirectly subject to U.S. federal, state and local income taxes. The Company’s TRS is not consolidated for U.S. federal income tax purposes, but is instead taxed as a C corporation. For financial reporting purposes, the TRS is consolidated and a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in its TRS. Total income tax expense (benefit) for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 were $( 2.1 ) million, $ 4.5 million and $ 0.1 million, respectively.
The Company uses a more-likely-than-not threshold for recognition and derecognition of tax positions taken or to be taken in a tax return. The Company has assessed its tax positions for all open tax years beginning with December 31, 2017 and concluded that there were no uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as provision for income taxes.
Components of the provision for income taxes consist of the following (dollars in thousands):
Year Ended December 31,
2020 2019 2018
Current expense/(benefit)
U.S. Federal $ ( 2,086 ) $ 4,076 $ 68
State and local 370 397 12
Total current expense/(benefit) $ ( 1,716 ) $ 4,473 $ 80
Deferred expense/(benefit)
U.S. Federal $ — $ 10 $ ( 1 )
State and local ( 346 ) — —
Total deferred expense/(benefit) $ ( 346 ) $ 10 $ ( 1 )
Provision for income tax expense/(benefit) $ ( 2,062 ) $ 4,483 $ 79
The tax characteristics of the $ 1.30 distributions per common share declared during 2020 was $ 1.24 ordinary income and $ 0.06 capital gain. Of the $ 1.24 of ordinary income, $ 1.24 represents the amount of the ordinary dividend that may be eligible for the 20% deduction applicable to qualified REIT dividends under Internal Revenue Code Section 199A. The tax characteristics of the $ 390.48 distributions per share of Series A Preferred Stock and Series C Preferred Stock declared during 2020 was $ 370.93 ordinary income and $ 19.55 capital gain. Of the $ 370.93 of ordinary income, $ 370.93 represents the amount of the ordinary dividend that may be eligible for the 20% deduction applicable to qualified REIT dividends under Section 199A. The tax characteristics of the $ 1.44 distributions per common share declared during 2019 was $ 1.20 ordinary income and $ 0.24 return of capital. The tax characteristics of the $ 430.88 distributions per share of Series A Preferred Stock declared during 2019 was all ordinary income. The tax characteristics of the $ 35.41 distributions per share of Series C Preferred Stock declared during 2019 was all ordinary income.
The Company utilizes the TRS to reduce the impact of the prohibited transaction tax and to avoid penalty for the holding of assets not qualifying as real estate assets for purposes of the REIT asset tests. Any income associated with a TRS is fully taxable because the TRS is subject to federal and state income taxes as a domestic C corporation based upon its net income.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company is currently evaluating the impact of the CARES Act, and expects to fully utilize the current year NOL under the NOL carryback provision of the CARES Act.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 18 - Summary of Quarterly Results of Operations (Unaudited)
The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2020, 2019 and 2018 (dollars in thousands, except per share data):
March 31 June 30 September 30 December 31
2020
Net interest income $ 23,362 $ 28,106 $ 29,301 $ 32,547
Net income ( 7,400 ) 7,814 21,497 32,835
Net income applicable to common stock ( 11,915 ) 4,359 16,739 25,624
Basic net income per share $ ( 0.27 ) $ 0.10 $ 0.38 $ 0.58
Diluted net income per share $ ( 0.27 ) $ 0.10 $ 0.38 $ 0.58
Basic weighted average shares outstanding 44,263,334 44,376,437 44,405,196 44,492,325
Diluted weighted average shares outstanding 44,274,852 44,389,380 44,421,084 44,508,213
2019
Net interest income $ 26,145 $ 22,356 $ 29,349 $ 27,031
Net income 19,890 14,526 25,913 23,595
Net income applicable to common stock 16,108 11,036 20,460 19,310
Basic net income per share $ 0.40 $ 0.27 $ 0.48 $ 0.44
Diluted net income per share $ 0.40 $ 0.27 $ 0.48 $ 0.44
Basic weighted average shares outstanding 39,798,215 41,226,805 42,795,038 43,549,406
Diluted weighted average shares outstanding 39,811,304 41,239,548 42,807,773 43,560,937
2018
Net interest income $ 10,734 $ 19,738 $ 25,823 $ 25,993
Net income 5,296 12,102 19,000 16,427
Net income applicable to common stock 5,296 12,086 17,745 14,054
Basic net income per share $ 0.17 $ 0.38 $ 0.49 $ 0.37
Diluted net income per share $ 0.17 $ 0.38 $ 0.49 $ 0.37
Basic weighted average shares outstanding 31,670,518 31,762,199 35,468,648 38,088,364
Diluted weighted average shares outstanding 31,684,832 31,820,527 38,942,428 44,504,418
Basic and diluted earnings per share are computed independently based on the weighted-average shares of common stock and restricted shares outstanding for each period. Accordingly, the sum of the quarterly earnings per share amounts may not agree to the total for the year.
Note 19 - Subsequent Events
The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K.
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BENEFIT STREET PARTNERS REALTY TRUST, INC.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
December 31, 2020
(Dollars in thousands)
Description Property Type Face Amount Carrying Amount Interest
Rate Payment
Terms Maturity Date
Senior Debt 1 Industrial $ 33,655 $ 33,655 1 month LIBOR + 4.00 %
Interest Only 11/9/2021
Senior Debt 2 Mixed Use 12,839 12,839 1 month LIBOR + 5.00 %
Interest Only 4/9/2021
Senior Debt 3 Office 14,034 14,034 1 month LIBOR + 4.45 %
Interest Only 9/9/2021
Senior Debt 4 Office 8,391 8,391 1 month LIBOR + 6.00 %
Amortizing Balloon 10/9/2021
Senior Debt 5 Multifamily 37,812 37,812 1 month LIBOR + 3.35 %
Amortizing Balloon 1/9/2022
Senior Debt 6 Office 26,811 26,811 1 month LIBOR + 4.15 %
Amortizing Balloon 10/9/2021
Senior Debt 7 Hospitality 10,400 10,400 1 month LIBOR + 6.25 %
Interest Only 5/9/2022
Senior Debt 8 Hospitality 5,894 5,894 1 month LIBOR + 3.50 %
Amortizing Balloon 12/9/2021
Senior Debt 9 Hospitality 57,075 57,075 1 month LIBOR + 5.19 %
Interest Only 6/9/2019
Senior Debt 10 Multifamily 77,945 77,701 1 month LIBOR + 4.50 %
Interest Only 12/31/2021
Senior Debt 11 Hospitality 10,250 10,247 1 month LIBOR + 5.25 %
Interest Only 2/9/2021
Senior Debt 12 Hospitality 23,000 22,998 1 month LIBOR + 6.00 %
Interest Only 1/9/2021
Senior Debt 13 Office 23,726 23,726 1 month LIBOR + 5.15 %
Interest Only 2/9/2021
Senior Debt 14 Multifamily 41,826 41,811 1 month LIBOR + 3.70 %
Interest Only 3/9/2021
Senior Debt 15 Hospitality 28,272 28,255 1 month LIBOR + 4.00 %
Interest Only 4/9/2021
Senior Debt 16 Hospitality 22,700 22,688 1 month LIBOR + 4.40 %
Interest Only 4/9/2021
Senior Debt 17 Multifamily 35,886 35,886 1 month LIBOR + 3.00 %
Interest Only 5/9/2021
Senior Debt 18 Self Storage 3,851 3,849 1 month LIBOR + 4.05 %
Interest Only 5/9/2021
Senior Debt 19 Self Storage 6,496 6,492 1 month LIBOR + 4.05 %
Interest Only 5/9/2021
Senior Debt 20 Self Storage 7,606 7,600 1 month LIBOR + 4.05 %
Interest Only 5/9/2021
Senior Debt 21 Self Storage 2,400 2,398 1 month LIBOR + 4.05 %
Interest Only 6/9/2021
Senior Debt 22 Self Storage 6,310 6,305 1 month LIBOR + 5.05 %
Interest Only 6/9/2021
Senior Debt 23 Hospitality 22,355 22,332 1 month LIBOR + 3.50 %
Interest Only 3/9/2023
Senior Debt 24 Mixed Use 59,451 59,451 1 month LIBOR + 4.87 %
Interest Only 7/9/2021
Senior Debt 25 Office 21,100 21,100 1 month LIBOR + 3.75 %
Interest Only 9/9/2021
Senior Debt 26 Self Storage 6,299 6,299 1 month LIBOR + 6.00 %
Interest Only 9/9/2021
Senior Debt 27 Office 16,342 16,342 1 month LIBOR + 3.40 %
Amortizing Balloon 9/9/2021
Senior Debt 28 Retail 29,500 29,426 6.25 % Interest Only 9/9/2023
Senior Debt 29 Self Storage 11,966 11,966 1 month LIBOR + 5.50 %
Interest Only 10/9/2021
Senior Debt 30 Multifamily 16,172 16,172 1 month LIBOR + 3.15 %
Interest Only 11/9/2021
Senior Debt 31 Multifamily 22,417 22,417 1 month LIBOR + 3.40 %
Interest Only 11/9/2021
Senior Debt 32 Multifamily 29,868 29,868 1 month LIBOR + 3.35 %
Interest Only 11/9/2021
Senior Debt 33 Land 16,400 16,400 1 month LIBOR + 6.00 %
Interest Only 12/11/2021
Senior Debt 34 Hospitality 8,523 8,507 1 month LIBOR + 4.80 %
Amortizing Balloon 1/9/2022
Senior Debt 35 Industrial 14,160 14,159 1 month LIBOR + 3.95 %
Interest Only 1/9/2021
Senior Debt 36 Multifamily 48,500 48,498 1 month LIBOR + 3.75 %
Interest Only 1/9/2021
Senior Debt 37 Multifamily 23,295 23,196 1 month LIBOR + 5.70 %
Interest Only 8/9/2021
Senior Debt 38 Office 7,200 7,198 1 month LIBOR + 3.90 %
Interest Only 2/9/2021
Senior Debt 39 Manufactured Housing 8,893 8,858 1 month LIBOR + 4.40 %
Interest Only 3/9/2022
Senior Debt 40 Hospitality 14,000 13,985 1 month LIBOR + 4.47 %
Interest Only 4/9/2021
Senior Debt 41 Retail 14,250 14,260 1 month LIBOR + 3.95 %
Interest Only 4/9/2021
Senior Debt 42 Hospitality 21,000 20,981 1 month LIBOR + 4.14 %
Interest Only 5/9/2021
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Description Property Type Face Amount Carrying Amount Interest
Rate Payment
Terms Maturity Date
Senior Debt 43 Multifamily 24,711 24,669 1 month LIBOR + 3.10 %
Interest Only 5/9/2022
Senior Debt 44 Multifamily 37,643 37,581 1 month LIBOR + 3.10 %
Interest Only 5/9/2022
Senior Debt 45 Office 42,631 42,519 1 month LIBOR + 3.50 %
Interest Only 5/9/2022
Senior Debt 46 Retail 8,500 8,500 1 month LIBOR + 7.50 %
Interest Only 12/9/2021
Senior Debt 47 Hospitality 10,580 10,547 1 month LIBOR + 4.50 %
Interest Only 6/9/2022
Senior Debt 48 Multifamily 18,100 18,097 1 month LIBOR + 3.40 %
Interest Only 6/9/2021
Senior Debt 49 Hospitality 19,900 19,850 1 month LIBOR + 4.15 %
Interest Only 6/9/2022
Senior Debt 50 Multifamily 18,656 18,604 1 month LIBOR + 3.10 %
Interest Only 6/9/2022
Senior Debt 51 Office 34,400 34,232 1 month LIBOR + 3.90 %
Interest Only 6/9/2022
Senior Debt 52 Hospitality 20,930 20,852 1 month LIBOR + 3.75 %
Interest Only 8/9/2022
Senior Debt 53 Hospitality 15,500 15,452 1 month LIBOR + 4.00 %
Interest Only 10/9/2022
Senior Debt 54 Hospitality 5,250 5,242 1 month LIBOR + 4.25 %
Interest Only 7/9/2021
Senior Debt 55 Hospitality 12,750 12,708 1 month LIBOR + 4.45 %
Interest Only 8/9/2022
Senior Debt 56 Hospitality 9,545 9,525 1 month LIBOR + 4.50 %
Interest Only 8/9/2021
Senior Debt 57 Retail 9,400 9,371 1 month LIBOR + 4.20 %
Interest Only 9/9/2022
Senior Debt 58 Manufactured Housing 12,200 12,162 1 month LIBOR + 3.65 %
Interest Only 10/9/2022
Senior Debt 59 Manufactured Housing 24,100 24,029 1 month LIBOR + 3.65 %
Interest Only 9/9/2022
Senior Debt 60 Multifamily 23,149 23,103 1 month LIBOR + 2.65 %
Interest Only 9/9/2021
Senior Debt 61 Office 29,750 29,681 1 month LIBOR + 3.35 %
Interest Only 9/9/2022
Senior Debt 62 Hospitality 34,484 34,407 1 month LIBOR + 3.99 %
Amortizing Balloon 11/9/2021
Senior Debt 63 Multifamily 12,839 12,787 1 month LIBOR + 2.65 %
Interest Only 11/9/2022
Senior Debt 64 Multifamily 37,021 36,924 1 month LIBOR + 2.75 %
Interest Only 11/9/2023
Senior Debt 65 Industrial 53,500 53,297 1 month LIBOR + 3.75 %
Interest Only 12/9/2021
Senior Debt 66 Office 21,825 21,728 1 month LIBOR + 3.50 %
Interest Only 12/9/2022
Senior Debt 67 Hospitality 7,100 7,076 1 month LIBOR + 4.00 %
Interest Only 12/9/2022
Senior Debt 68 Industrial 22,230 22,133 1 month LIBOR + 3.55 %
Interest Only 12/9/2023
Senior Debt 69 Multifamily 21,083 21,017 1 month LIBOR + 2.75 %
Interest Only 12/9/2022
Senior Debt 70 Multifamily 27,087 26,989 1 month LIBOR + 3.15 %
Interest Only 12/9/2022
Senior Debt 71 Multifamily 26,130 26,069 1 month LIBOR + 2.70 %
Interest Only 12/9/2022
Senior Debt 72 Multifamily 7,150 7,119 1 month LIBOR + 4.75 %
Interest Only 12/9/2021
Senior Debt 73 Multifamily 25,000 24,935 1 month LIBOR + 3.00 %
Interest Only 1/9/2022
Senior Debt 74 Office 25,500 25,351 1 month LIBOR + 4.35 %
Interest Only 1/9/2024
Senior Debt 75 Multifamily 14,181 14,141 1 month LIBOR + 3.10 %
Interest Only 2/9/2023
Senior Debt 76 Office 48,276 47,862 1 month LIBOR + 3.70 %
Interest Only 2/9/2023
Senior Debt 77 Industrial 25,350 25,315 1 month LIBOR + 3.50 %
Interest Only 5/9/2021
Senior Debt 78 Multifamily 11,800 11,757 1 month LIBOR + 3.15 %
Interest Only 8/9/2022
Senior Debt 79 Office 27,598 27,491 1 month LIBOR + 2.70 %
Interest Only 2/9/2023
Senior Debt 80 Multifamily 75,100 75,260 1 month LIBOR + 4.35 %
Interest Only 8/9/2021
Senior Debt 81 Manufactured Housing 1,385 1,385 5.50 % Interest Only 5/9/2025
Senior Debt 82 Industrial 14,650 14,606 1 month LIBOR + 6.00 %
Interest Only 11/9/2021
Senior Debt 83 Multifamily 7,149 7,123 1 month LIBOR + 4.75 %
Interest Only 5/9/2022
Senior Debt 84 Multifamily 6,764 6,731 1 month LIBOR + 4.90 %
Interest Only 7/9/2023
Senior Debt 85 Multifamily 46,000 45,797 1 month LIBOR + 4.75 %
Interest Only 7/9/2023
Senior Debt 86 Multifamily 5,550 5,530 1 month LIBOR + 6.87 %
Interest Only 1/9/2022
Senior Debt 87 Industrial 16,400 16,312 1 month LIBOR + 6.25 %
Interest Only 7/9/2023
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Description Property Type Face Amount Carrying Amount Interest
Rate Payment
Terms Maturity Date
Senior Debt 88 Multifamily 14,505 14,425 1 month LIBOR + 4.75 %
Interest Only 7/9/2023
Senior Debt 89 Multifamily 23,438 23,337 1 month LIBOR + 4.65 %
Interest Only 7/9/2023
Senior Debt 90 Multifamily 4,300 4,281 1 month LIBOR + 5.50 %
Interest Only 2/9/2023
Senior Debt 91 Manufactured Housing 7,680 7,645 1 month LIBOR + 4.50 %
Interest Only 8/9/2023
Senior Debt 92 Mixed Use 30,465 30,246 1 month LIBOR + 5.15 %
Interest Only 8/9/2023
Senior Debt 93 Multifamily 3,140 3,126 1 month LIBOR + 6.25 %
Interest Only 8/9/2022
Senior Debt 94 Industrial 24,657 24,376 1 month LIBOR + 4.60 %
Interest Only 9/6/2022
Senior Debt 95 Multifamily — — 1 month LIBOR + 5.25 %
Interest Only 7/1/2022
Senior Debt 96 Hospitality 27,000 26,878 1 month LIBOR + 6.50 %
Interest Only 9/9/2023
Senior Debt 97 Multifamily 2,465 2,453 1 month LIBOR + 5.75 %
Interest Only 9/9/2022
Senior Debt 98 Multifamily 50,000 49,789 1 month LIBOR + 6.69 %
Interest Only 9/9/2022
Senior Debt 99 Self Storage 29,895 29,759 1 month LIBOR + 5.00 %
Interest Only 9/9/2023
Senior Debt 100 Multifamily 11,622 11,545 1 month LIBOR + 4.75 %
Interest Only 9/9/2022
Senior Debt 101 Manufactured Housing 3,400 3,384 1 month LIBOR + 5.00 %
Interest Only 9/9/2022
Senior Debt 102 Multifamily 27,550 27,431 1 month LIBOR + 5.75 %
Interest Only 9/9/2022
Senior Debt 103 Multifamily 76,000 75,649 1 month LIBOR + 4.10 %
Interest Only 10/9/2023
Senior Debt 104 Multifamily 58,000 57,732 1 month LIBOR + 5.25 %
Interest Only 10/9/2023
Senior Debt 105 Manufactured Housing 5,020 4,996 1 month LIBOR + 5.25 %
Interest Only 10/9/2023
Senior Debt 106 Office 19,003 18,909 1 month LIBOR + 4.50 %
Interest Only 10/9/2023
Senior Debt 107 Office 69,675 69,339 5.15 % Interest Only 10/9/2025
Senior Debt 108 Office 30,900 30,670 1 month LIBOR + 5.20 %
Interest Only 10/9/2023
Senior Debt 109 Multifamily 10,945 10,895 1 month LIBOR + 7.04 %
Interest Only 5/9/2022
Senior Debt 110 Self Storage 11,600 11,546 1 month LIBOR + 4.76 %
Interest Only 11/9/2022
Senior Debt 111 Industrial 24,552 24,426 1 month LIBOR + 4.35 %
Interest Only 11/9/2022
Senior Debt 112 Manufactured Housing 5,000 4,929 1 month LIBOR + 5.90 %
Interest Only 5/9/2023
Senior Debt 113 Office 12,750 12,682 1 month LIBOR + 5.00 %
Interest Only 11/9/2023
Senior Debt 114 Multifamily 40,937 40,682 1 month LIBOR + 4.35 %
Interest Only 11/9/2023
Senior Debt 115 Multifamily 36,200 35,997 1 month LIBOR + 4.45 %
Interest Only 11/9/2023
Senior Debt 116 Multifamily 8,250 8,200 1 month LIBOR + 5.50 %
Interest Only 11/9/2023
Senior Debt 117 Retail 11,963 11,833 1 month LIBOR + 4.87 %
Interest Only 5/9/2022
Senior Debt 118 Manufactured Housing 3,585 3,567 1 month LIBOR + 5.40 %
Interest Only 12/9/2022
Senior Debt 119 Multifamily 5,730 5,701 1 month LIBOR + 5.00 %
Interest Only 6/9/2023
Senior Debt 120 Multifamily 18,800 18,613 1 month LIBOR + 4.00 %
Interest Only 12/9/2024
Senior Debt 121 Industrial 14,250 14,160 1 month LIBOR + 4.50 %
Interest Only 12/9/2023
Senior Debt 122 Office 11,550 11,479 1 month LIBOR + 5.50 %
Interest Only 1/9/2024
Senior Debt 123 Multifamily 21,000 20,884 1 month LIBOR + 4.60 %
Interest Only 1/9/2024
Senior Debt 124 Office 26,000 25,869 1 month LIBOR + 5.00 %
Interest Only 1/9/2023
Senior Debt 125 Hospitality 17,401 17,243 5.75 % Amortizing Balloon 10/6/2021
Mezzanine Loan 1 Multifamily 3,480 3,488 9.50 % Interest Only 7/1/2024
Mezzanine Loan 2 Retail 3,500 3,500 10.00 % Interest Only 2/6/2029
Mezzanine Loan 3 Multifamily 6,500 6,473 1 month LIBOR + 10.25 %
Interest Only 9/9/2022
Mezzanine Loan 4 Retail 1,438 1,444 1 month LIBOR + 10.75 %
Interest Only 5/9/2022
Mezzanine Loan 5 Multifamily 1,000 1,005 11.00 % Interest Only 11/6/2028
$ 2,722,863 $ 2,714,734
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