Management's Discussion and Analysis of Financial Condition and Results of Operations
−Removed: The following discussion and analysis should be read in conjunction with the accompanying financial statements of Benefit Street Partners Realty Trust, Inc.
+Added: The following discussion and analysis should be read in conjunction with the accompanying financial statements of Franklin BSP Realty Trust, Inc.
the notes thereto and other financial information included elsewhere in this Annual Report on Form 10-K.
1 unchanged sentence
Actual results and timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections of this Annual Report entitled “Risk Factors” and “Forward-Looking Statements.”
−Removed: We were incorporated in Maryland on November 15, 2012 and have conducted our operations to qualify as a REIT for U.S.
−Removed: federal income tax purposes beginning with our taxable year ended December 31, 2013.
−Removed: The Company, through a subsidiary which is treated as a TRS, is indirectly subject to U.S.
+Added: The Company is a Maryland corporation and has made tax elections to be treated as a REIT for U.S.
+Added: federal income tax purposes since 2013.
+Added: The Company, through one or more subsidiaries which are each treated as a TRS, is indirectly subject to U.S.
federal, state and local income taxes.
4 unchanged sentences
We are the sole general partner and directly or indirectly hold all of the units of limited partner interests in the OP.
−Removed: The Company has no direct employees.
−Removed: We are managed by our Advisor pursuant to an Amended and Restated Advisory Agreement, dated January 19, 2018 (the "Advisory Agreement").
+Added: The Company has no employees.
+Added: We are managed by our Advisor pursuant to an Advisory Agreement, as amended on August 18, 2021 (the "Advisory Agreement").
Our Advisor manages our affairs on a day-to-day basis.
5 unchanged sentences
and Templeton International, Inc.
−Removed: (collectively, “Franklin Templeton”) acquired the Advisor (the “Transaction”).
−Removed: The Transaction did not impact the terms of the Advisory Agreement and the Transaction did not result in any changes to the executive officers of the Company.
+Added: (collectively, “Franklin Templeton”) acquired the Advisor, which event did not impact the terms of the Advisory Agreement or result in any changes to the executive officers 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.
2 unchanged sentences
The Company also invests in commercial real estate securities.
−Removed: 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 CDOs.
−Removed: COVID-19 Pandemic
−Removed: Since December 2019, COVID-19 has spread globally, including to every state in the United States.
−Removed: In March 2020, the World Health Organization declared COVID-19 a pandemic, and subsequently, the United States declared a national emergency.
−Removed: The COVID-19 pandemic has had significant repercussions across domestic and global economies and financial markets, including the industries in which our borrowers operate.
−Removed: The global impact of the COVID-19 outbreak evolved rapidly and many governmental authorities, including state and local governments in regions in which our borrowers own properties, have reacted by instituting government restrictions, border closings, quarantines, “shelter-in-place” orders and “social distancing” guidelines which have forced many of our borrowers to suspend or significantly restrict their business activities.
−Removed: The effects of the pandemic have resulted in a dramatic increase in national unemployment and numerous corporate bankruptcies.
−Removed: The COVID-19 pandemic has had and is continuing to have a negative impact on our operations, however during the second half of 2020 the impact was less significant:
−Removed: Impact on Operating Results.
−Removed: With respect to our operating results for the year ended December 31, 2020, the COVID-19 pandemic drove a significant increase in our allowance for credit loss provision on our loan portfolio and an increase in the realized loss on our securities portfolio.
−Removed: Specifically, for the year ended December 31, 2020, we experienced an increase in our provision for expected credit losses on our loan portfolio, primarily driven by the decline in the overall economic outlook as a result of the COVID-19 pandemic.
−Removed: Additionally, we had realized losses of $10.1 million on our real estate securities portfolio, the majority of which occurred during the first half of 2020.
−Removed: This was a result of dislocation in the broader capital markets and uncertainty due to COVID-19 and its expected impact on values of properties underlying our real-estate debt assets.
−Removed: Due primarily to changes in market conditions associated with the COVID-19 pandemic, the weighted average risk rating of our loan portfolio increased from 2.1 as of December 31, 2019 to 2.2 as of December 31, 2020, and the amortized cost basis of our loans past due increased by $37.8 million to $94.9 million over this period.
−Removed: In the second and third quarters of 2020, we made limited modifications to certain loans to assist borrowers during the COVID-19 pandemic, but none of these modifications qualify as troubled debt restructurings ("TDRs").
−Removed: Impact on Liquidity .
−Removed: During the year ended December 31, 2020, there were significant disruptions in the financial markets that impacted our real estate securities portfolio.
−Removed: This resulted in decreases in market value for these assets due to volatility and lack of liquidity.
−Removed: During the second quarter of 2020, we received margin calls from certain of our lenders due to the decline in pricing, which we satisfied through the contribution of additional cash, thereby reducing our liquidity position and substantially reducing our levered returns on this portfolio of assets.
−Removed: As of December 31, 2020 the Company has significantly reduced its real estate securities portfolio, further reducing mark to market exposure and the associated liquidity risk from counterparty margin calls on real estate securities repurchase agreements compared to prior quarters.
−Removed: In addition, the financial market dislocations created by the COVID-19 pandemic have currently made financing through CDO or CLO securitizations more difficult.
−Removed: The extent to which the COVID-19 pandemic impacts our future operating results and liquidity will depend on future developments which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, including any resurgences, or mutations of the virus, the direct and indirect economic effects of the pandemic and containment measures, and the effectiveness of vaccines and treatment therapies and the distribution thereof.
−Removed: The inability of our borrowers to meet their loan obligations and/or borrowers filing for bankruptcy protection would reduce our cash flows, which would impact our ability to pay dividends to our stockholders.
−Removed: As a result of the adverse effects of the COVID-19 pandemic, starting the second quarter of 2020 our board of directors reduced the amount of our regular common stock dividend.
−Removed: The board may reduce or eliminate the dividend in the future in the event of further economic deterioration or dislocations in the capital markets.
−Removed: Estimated Per Share NAV
−Removed: On November 2, 2020, the board of directors, upon the recommendation of the Audit Committee of the board, unanimously approved and established the estimated net asset value ("NAV") per share of the Company’s common stock proposed by the Advisor of $17.88.
−Removed: The estimated per share NAV is based upon the estimated value of the Company’s assets less the Company’s liabilities as of September 30, 2020 (the “Valuation Date”).
−Removed: This valuation was performed in a manner consistent with the provisions of Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued by the Investment Program Association in April 2013, including the use of independent third-party valuation firms to estimate the fair value of our loan portfolio, securities portfolio and real estate owned portfolio.
−Removed: These valuation firms estimated the value of our loan portfolio using customary valuation methods, including a discounted cash flow analysis with respect to our loan portfolio, available market pricing information with respect to our securities portfolio, and real estate appraisals with respect to our real estate owned portfolio.
−Removed: Based on these methodologies these firms determined a range of estimated valuations.
−Removed: To estimate the Company’s NAV, the Advisor added the amounts of cash and other tangible assets reflected on our balance sheet (as computed in accordance with GAAP) and subtracted our liabilities as reflected on our balance sheet (computed in accordance with GAAP).
−Removed: Based on this the Advisor estimated that the Company’s NAV as of September 30, 2020 is $17.88 which is the midpoint of the valuation range of $17.14 to $18.62.
−Removed: The Advisor recommended our board of directors approve the estimated per share NAV of $17.88.
−Removed: As with any methodology used to estimate value, the methodologies employed to estimate the NAV were based upon a number of estimates and assumptions that may not be accurate or complete.
−Removed: If different judgments, assumptions or opinions were used, a different estimate would likely result.
−Removed: We believe that the method used to determine the estimated per share NAV of the Company’s common stock is the methodology most commonly used by public, non-listed REITs to estimate per share NAV.
−Removed: The estimated per share NAV does not represent the per share amount a third party would pay to acquire us, or the price at which our common stock would trade in the event we were listed on a national securities exchange.
−Removed: For example, the estimated per share NAV of the Company’s common stock does not reflect a liquidity discount for the fact that the shares are not currently traded on a national securities exchange and other costs that may be incurred in connection with a liquidity event.
−Removed: Our estimated per share NAV does not reflect the conversion of any of our Series A convertible preferred stock ("Series A Preferred Stock") or Series C convertible preferred stock (“Series C Preferred Stock,” and with the Series A Preferred Stock, the “Preferred Stock”).
−Removed: The estimated per share NAV was determined at a moment in time and as of the Valuation Date and the values of our assets and liabilities will change over time as a result of changes relating to the individual loans in our portfolio as well as changes and developments in the real estate and capital markets generally, including changes in interest rates.
−Removed: For example, material adverse developments in the real estate or credit markets related to the COVID-19 pandemic after September 30, 2020 would have a significant impact on our estimated per share NAV.
−Removed: Therefore, stockholders should not rely on the estimated per share NAV in making a decision to buy or sell shares of our common stock.
−Removed: Significant Accounting Estimates and Critical Accounting Policies
+Added: Real estate securities may include CMBS, senior unsecured debt of publicly traded REITs, debt or equity securities of other publicly traded real estate companies, RMBS and CDOs.
+Added: 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.
+Added: Impact of the Capstead Acquisition
+Added: As further described in Note 18 - Merger with Capstead, on October 19, 2021, the Company completed a merger with Capstead Mortgage Corporation (“Capstead”) pursuant to which Capstead merged into a wholly-owned subsidiary of the Company, and the Company’s common stock commenced trading on the NYSE under the ticker “FBRT”.
+Added: The Capstead assets acquired in the merger consist primarily of cash and residential adjustable-rate mortgage pass-through securities issued and guaranteed by government-sponsored enterprises or by an agency of the federal government ("ARM Agency Securities").
+Added: The Company intends to reinvest the cash and proceeds from dividends, interest, repayments and sales of the assets acquired in the merger into its own investment strategies.
+Added: The Capstead acquisition resulted in the following material impacts on our financial results for the year and quarter ended December 31, 2021:
+Added: • Impairment of acquired assets:
+Added: Pursuant to Accounting Standards Codification Topic 805, “Business Combinations,” the Company accounted for the transaction as an asset acquisition since substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable assets, a portfolio of agency mortgage-backed securities.
+Added: The Company measured the cost of the net identifiable assets acquired on the basis of the fair value of the consideration given, inclusive of transaction costs, which was determined to be more reliably measurable.
+Added: As the cost of the acquisition exceeded the fair value of the net identifiable assets acquired, the Company allocated the difference on the basis of relative fair values to certain assets which were not carried at fair value.
+Added: The amount of excess consideration, including the Company's transaction costs, was capitalized on the balance sheet as a long-lived asset at the time of acquisition.
+Added: In the fourth quarter of 2021, the Company concluded the long-lived asset had no potential value to the generation of future cash flows and fully impaired the asset, recognizing an expense totaling $88.3 million in the consolidated statements of operations .
+Added: • Trading losses:
+Added: Since the Company does not intend to hold the ARM Agency Securities acquired in the Capstead merger for long-term investment, the assets are treated as “classified as trading” for accounting purposes.
+Added: As a result, these assets are recorded at fair value on the balance sheet with trading gains and losses on the paydowns and sales of these securities recorded in the Company's consolidated statements of operations.
+Added: For the quarter ended December 31, 2021, the Company recognized a trading loss of $34.8 million related to these assets.
+Added: As long as the Company holds a significant amount of the ARM Agency Securities acquired in the Capstead merger, the Company’s future results of operations will continue to be impacted by trading gains and losses related to this portfolio, and such impacts could be adverse and material.
+Added: As of December 31, 2021, the value of the Company’s ARM Agency Securities portfolio was $4.6 billion.
+Added: As of February 18, 2022, the value of the Company's ARM Agency Securities portfolio was $2.4 billion.
+Added: The reduction in the value of the ARM Agency Securities portfolio from January 1, 2022 to February 18, 2022 is due in part to (i) $265 million of principal payments and (ii) $1.8 billion of sales.
+Added: From January 1, 2022 to February 18, 2022, the Company experienced losses of $38 million related to the ARM Agency Securities portfolio as a result of net trading losses totaling $59.5 million related to principal paydowns, changes in market price and losses on sales of securities, net of portfolio-related derivative gains of $21.5 million.
+Added: Book Value Per Share
+Added: The following table calculates our book value per share as of December 31, 2021 ($ in thousands, except per share data):
+Added: December 31, 2021 December 31, 2020
+Added: Stockholders' equity applicable to common stock $ 736,464 $ 798,444
+Added: Common stock 43,951,382 44,494,496
+Added: Restricted stock 14,546 15,555
+Added: Total outstanding 43,965,928 44,510,051
+Added: Book value per share $ 16.75 $ 17.94
+Added: The following table calculates our fully-converted book value per share as of December 31, 2021 ($ in thousands, except per share data):
+Added: December 31, 2021 December 31, 2020
+Added: Stockholders' equity applicable to convertible common stock $ 1,543,550 $ 1,007,698
+Added: Common stock 43,951,382 44,494,496
+Added: Restricted stock 14,546 15,555
+Added: Series A convertible preferred stock — 12,122,088
+Added: Series C convertible preferred stock 418,880 418,880
+Added: Series D convertible preferred stock 5,370,640 —
+Added: Series F convertible preferred stock 39,733,299 —
+Added: Total outstanding 89,488,747 57,051,019
+Added: Fully-converted book value per share $ 17.25 $ 17.66
+Added: Critical Accounting Estimates
Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
−Removed: Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods.
+Added: Critical accounting estimates are those that require the application of management’s most difficult, subjective or complex judgments on matters that are inherently uncertain and that may change in subsequent periods.
In preparing the financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
2 unchanged sentences
In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses.
−Removed: As our expected operating plans occur, we will describe additional critical accounting policies in the notes to our future financial statements in addition to those discussed below.
−Removed: Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our financial statements.
−Removed: Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management.
−Removed: As a result, these estimates are subject to a degree of uncertainty.
−Removed: Commercial Mortgage Loans
−Removed: 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.
−Removed: Commercial mortgage loans, held for investment purposes, will be carried at amortized cost less a specific allowance for credit loss.
−Removed: 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.
−Removed: Amortization is reflected as an adjustment to interest income in our consolidated statements of operations.
−Removed: Guaranteed loan exit fees payable by the borrower upon maturity are accreted over the life of the investment using the effective interest method.
−Removed: The accretion of guaranteed loan exit fees is recognized in interest income in our consolidated statements of operations and the associated receivable is included in the consolidated balance sheet.
−Removed: 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 then recorded at the lower of cost or fair value with changes recorded through the statement of operations.
−Removed: 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.
−Removed: Amortization of origination costs ceases upon transfer of commercial mortgage loans to held-for-sale.
−Removed: The Company has elected to measure commercial mortgage loans held-for-sale in the Company's TRS under the fair value option to better reflect those commercial mortgage loans that are part of securitization warehousing activity.
−Removed: These commercial mortgage loans are included in the Commercial mortgage loans, held-for-sale, measured at fair value in the consolidated balance sheet.
−Removed: Interest income received on commercial mortgage loans held-for-sale is recorded on the accrual basis of accounting and is included in interest income in the consolidated statements of operations.
−Removed: Acquisition expenses on originating these investments are expensed when incurred.
−Removed: Real Estate Owned
−Removed: Real estate owned assets are carried at their estimated fair value at acquisition and presented net of accumulated depreciation and impairment charges.
−Removed: The Company allocates the purchase price of acquired real estate assets based on the fair value of the acquired land, building, furniture, fixtures and equipment.
−Removed: 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.
−Removed: 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.
−Removed: Real estate owned revenue is recognized when the Company satisfies a performance obligation by transferring a promised good or service to a customer.
−Removed: The Company is considered to have satisfied all performance obligation at a point in time.
−Removed: Real estate owned assets that are probable to be sold within one year are reported as held-for-sale.
−Removed: 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.
−Removed: Real estate owned assets shall not be depreciated or amortized while it is classified as held-for-sale.
−Removed: Interest and other expenses attributable to the liabilities of a disposal group classified as held-for-sale shall continue to be accrued.
−Removed: 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.
−Removed: Net proceeds received are net of direct selling costs associated with the disposition of the real estate owned asset.
−Removed: Credit Losses
+Added: Set forth below is a summary of the critical accounting estimates and critical accounting policies that management believes are important to the preparation of our financial statements.
+Added: The Company’s significant accounting policies, including recently issued accounting pronouncements, are more fully described in Note 2 – Summary of Critical Accounting Policies to the accompanying consolidated financial statements included in this Annual Report on Form 10-K.
+Added: Credit Losses - Estimating 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.
13 unchanged sentences
Interest received on nonaccrual status loans are accounted for under the cost-recovery method, until qualifying for return to accrual.
−Removed: Upon restructuring the nonaccrual loan, the Company may return a loan to accrual status when repayment of principal and interest is reasonably assured.
−Removed: Real Estate Securities
+Added: The cost recovery method will no longer apply if collection of all principal and interest is reasonably assured.
+Added: A loan may be placed back on accrual status if we determine it is probable that we will collect all payments which are contractually due.
+Added: Real Estate Owned - Estimating Fair Value and Holding Period
+Added: Real estate owned assets are carried at their estimated fair value at acquisition and presented net of accumulated depreciation and impairment charges.
+Added: The Company allocates the purchase price of acquired real estate assets based on the fair value of the acquired land, building, furniture, fixtures and equipment.
+Added: 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.
+Added: 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.
+Added: Real estate owned revenue is recognized when the Company satisfies a performance obligation by transferring a promised good or service to a customer.
+Added: The Company is considered to have satisfied all performance obligation at a point in time.
+Added: Real estate owned assets that are probable to be sold within one year are reported as held for sale.
+Added: Real estate owned assets classified as held for sale are measured at the lower of its carrying amount or fair value less cost to sell.
+Added: Real estate owned assets are not depreciated or amortized while classified as held for sale.
+Added: Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be accrued.
+Added: 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.
+Added: Net proceeds received are net of direct selling costs associated with the disposition of the real estate owned asset.
+Added: Real Estate Securities - Estimating Fair Value
On the acquisition date, all of our commercial real estate securities will be classified as available for sale and will be carried at fair value, with any unrealized gains or losses reported as a component of accumulated other comprehensive income or loss.
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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 other comprehensive income in the consolidated balance sheets.
−Removed: Commercial real estate securities for which the fair value option has been elected will not be evaluated for other-than-temporary impairment as changes in fair value are recorded in our consolidated statement of operations.
−Removed: The Company has conducted its operations to qualify as a REIT for U.S.
−Removed: federal income tax purposes beginning with the taxable year ended December 31, 2013.
−Removed: As a REIT, if the Company meets certain organizational and operational requirements and distribute at least 90% of our "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to our stockholders in a year, it will not be subject to U.S.
−Removed: federal income tax to the extent of the income that it distributes.
−Removed: However, even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on our income in addition to U.S.
−Removed: federal income and excise taxes on its undistributed income.
−Removed: The Conduit business segment is operated through the Company’s TRS.
−Removed: The TRS is subject to U.S.
−Removed: federal and applicable state income taxes.
−Removed: Derivatives and Hedging Activities
−Removed: The Company recognizes all derivatives on the consolidated balance sheets at fair value.
−Removed: 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 gain/(loss) on derivative instruments in the accompanying consolidated statements of operations.
−Removed: The Company records derivative asset and liability positions on a gross basis with any collateral posted with or received from counterparties recorded separately on the Company’s consolidated balance sheets.
−Removed: 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.
−Removed: Per Share Data
−Removed: The Company’s Series of Preferred Stock are considered to be participating securities.
−Removed: As such, the Company is required to include the Preferred Stock in the calculation of basic earnings per share and calculate basic earnings per share using the two-class method.
−Removed: 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.
−Removed: 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.
+Added: Commercial real estate securities for which the fair value option has been elected are not evaluated for other-than-temporary impairment as changes in fair value are recorded in our consolidated statement of operations.
+Added: Real Estate Securities - Classified As Trading - Estimating Fair Value
+Added: In the merger with Capstead, we acquired a portfolio of ARM Agency Securities classified as trading and recorded at fair value on the balance sheet with trading gains and losses on the paydowns and sales of these securities recorded in the Company's consolidated statements of operations.
+Added: Fair values fluctuate with current and projected changes in interest rates, prepayment expectations and other factors such as market liquidity conditions and the perceived credit quality of agency securities.
+Added: Judgment is required to interpret market data and develop estimated fair values, particularly in circumstances of deteriorating credit quality and market liquidity.
Results of Operations
2 unchanged sentences
• The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgages, subordinate mortgages, mezzanine loans and participations in such loans.
−Removed: • 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.
+Added: • The real estate securities business focuses on investing in and asset managing real estate securities.
+Added: Historically this business has focused primarily on CMBS, unsecured REIT debt, CDO notes and other securities.
+Added: As a result of the October 2021 acquisition of Capstead, the Company acquired and continues to hold a significant portfolio of Residential Mortgage Backed Securities (“RMBS”) in the form of the ARM Agency Securities.
+Added: The Company intends to reinvest the cash and proceeds from dividends, interest, repayments and sales of these assets into its other segments and does not intend to continue to invest in ARM Agency Securities or RMBS in general.
+Added: As of December 31, 2021, all of the real estate securities in this segment were ARM Agency Securities acquired in the Capstead acquisition.
• The conduit business operated through the Company's TRS, which is focused on generating superior 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.
+Added: In addition, as described above in “Impact of the Capstead Acquisition”, the Company's results of operations were materially impacted by the asset impairment related to the Capstead merger and trading losses and decreases in the values of the assets acquired in the transaction from acquisition date to December 31, 2021.
Net Interest Income
18 unchanged sentences
Collateralized loan obligations 1,821,993 35,920 2.0 % 1,706,207 41,095 2.4 %
−Removed: Derivative instruments — — N/A — 334 N/A
+Added: Unsecured debt 35,268 2,103 6.0 % — — — %
Total $ 3,241,910 $ 60,835 1.9 % $ 2,285,427 $ 66,556 2.9 %
5 unchanged sentences
__ ______________________
−Removed: (1) Based on amortized cost for real estate debt and real estate securities and principal amount for repurchase agreements.
+Added: (1) Based on amortized cost for real estate debt and real estate securities and principal amount for interest-bearing liabilities.
Amounts are calculated based on daily averages for the years ended December 31, 2021 and 2020, respectively.
(2) Includes the effect of amortization of premium or accretion of discount and deferred fees.
+Added: The RMBS securities acquired in the Capstead merger are classified as trading and use the simple interest method to calculate interest income therefore no premium amortization is recognized on these securities.
(3) Calculated as interest income or expense divided by average carrying value.
3 unchanged sentences
Interest income for the years ended December 31, 2021 and 2020 totaled $216.9 million and $179.9 million, respectively.
−Removed: As of December 31, 2020, our portfolio consisted of 130 commercial mortgage loans, three commercial mortgage loans, held-for-sale, measured at fair value and nine investments in CMBS.
−Removed: The main driver in the decrease in interest income was due to a decrease in the one-month LIBOR, the benchmark index for our loans.
−Removed: The decrease in the one-month LIBOR was partially offset by the index floors we have on our loans and a higher average carrying value of interest-earning assets in the year ended December 31, 2020.
+Added: As of December 31, 2021, our portfolio consisted of 165 commercial mortgage loans, one commercial mortgage loan, held for sale, measured at fair value, RMBS securities acquired in the merger with Capstead and no investments in CMBS.
+Added: The main driver in the increase in interest income was due to the higher average carrying value of interest-earning assets during the year ended December 31, 2021.
Interest expense
Interest expense for the year ended December 31, 2021 decreased to $60.8 million compared to interest expense for the year ended December 31, 2020 of $66.6 million.
−Removed: Similar to our interest income, the decrease in interest expense was due to a decrease in the one-month LIBOR, the benchmark index for our financing lines.
+Added: The decrease in interest expense was due to a decrease in the one-month LIBOR, the benchmark index for our financing lines.
Realized Gain/Loss on Commercial Mortgage Loans Held for Sale
Realized gain on commercial mortgage loans held for sale, measured at fair value at the TRS for the year ended December 31, 2021 was $24.2 million compared to $15.9 million for the year ended December 31, 2020.
−Removed: The $21.9 million decrease in realized gain was due to lower sales volumes with total proceeds of $328.1 million from the sale of fixed-rate commercial real estate loans into the CMBS securitization market during the year ended December 31, 2020 versus transactions of total proceeds of $1,013.1 million for the year ended December 31, 2019.
+Added: The $8.3 million increase in realized gain was due to higher sales volumes in our conduit business segment with total proceeds of $478.3 million from the sale of fixed-rate commercial real estate loans into the CMBS securitization market during the year ended December 31, 2021 compared to transactions with total proceeds of $328.1 million for the year ended December 31, 2020.
Realized Gain/Loss on Real Estate Securities Available for Sale
−Removed: For the year ended December 31, 2020 our real estate securities, available for sale, measured at fair value had a realized loss of $10.1 million included within the consolidated statements of operations.
−Removed: The loss is attributable to 20 CMBS securities sold during the year ended December 31, 2020 in response to the dislocations in the capital markets due to COVID-19.
−Removed: There had been no sales of CMBS securities during the year ended December 31, 2019.
+Added: For the year ended December 31, 2021 sales of our real estate securities, available for sale, measured at fair value resulted in a net realized loss of $1.4 million included within the consolidated statements of operations.
+Added: The loss is attributable to nine CMBS securities sold during the year ended December 31, 2021.
+Added: For the year ended December 31, 2020 sales of our real estate securities, available for sale, measured at fair value resulted in a net realized loss of $10.1 million included within the consolidated statements of operations.
+Added: The loss was attributable to 20 CMBS securities sold during the year ended December 31, 2020 in response to the dislocations in the capital markets due to COVID-19.
Unrealized Gain/Loss on Real Estate Securities Available for Sale
−Removed: For the year ended December 31, 2020 our real estate securities, available for sale, measured at fair value had an unrecognized unrealized loss of $7.3 million included within the consolidated statements of comprehensive income.
−Removed: The deterioration in fair value of real estate securities for the year ended December 31, 2020 can be attributed to the significant market volatility and credit uncertainties related to the outbreak of COVID-19 followed by some recovery in CMBS markets in the second half of 2020.
+Added: For the year ended December 31, 2021 our real estate securities, available for sale, measured at fair value had an unrealized gain of $8.3 million included within the consolidated statements of comprehensive income.
+Added: The increase in fair value of real estate securities can be attributed to the reversal of the unrealized losses on the nine CMBS sales during the year ended December 31, 2021.
+Added: Trading Gain/Loss
+Added: For the year ended December 31, 2021 we had a realized trading loss of $34.8 million included within the consolidated statements of operations.
+Added: The loss is attributable to $20.9 million of losses due to change in market values of the ARM Agency Securities and $14.0 million of losses due to mortgage prepayments, net of $0.1 million in realized gains on sales of securities.
Expenses from operations
4 unchanged sentences
Administrative services expenses 7,658 13,120
+Added: Impairment of acquired assets 88,282 —
Professional fees 11,650 10,964
3 unchanged sentences
Total expenses from operations $ 142,956 $ 49,156
−Removed: The decrease in our expenses from operations was primarily related to lower administrative services expenses.
−Removed: The decrease in administrative services expenses was due to fewer conduit activities during the twelve months ended December 31, 2020, compared to the twelve months ended December 31, 2019.
−Removed: The decrease in asset management and subordinated performance fee was primarily driven by the lower stockholders’ equity and preferred stock for the year ended December 31, 2020, compared to the year ended December 31, 2019.
−Removed: The increase in depreciation and amortization expense was due to $2.2 million of expenses incurred on a total of two real estate owned assets during the twelve months ended December 31, 2020, compared to $0.5 million incurred on two real estate owned assets during the twelve months ended December 31, 2019.
−Removed: Comparison of the Year Ended December 31, 2019 to the Year Ended December 31, 2018
+Added: The increase in our expenses from operations was primarily related to impairment of acquired assets and higher asset management and subordinated performance fees.
+Added: The increase in impairment of acquired assets and asset management and subordinated performance fees were all due to the merger with Capstead during the year ended December 31, 2021.
+Added: Refer to “Impact of the Capstead Acquisition” above for a discussion of the impairment of acquired assets.
+Added: The decrease in administrative services expenses was primarily driven by a greater amount of originations during the year and therefore higher acquisition fees paid to our Advisor, which reduced the administrative services expenses for the year ended December 31, 2021, compared to the year ended December 31, 2020.
+Added: The decrease of $3.7 million in real estate owned operating expenses was due to the sale of an owned office property during the year ended December 31, 2020 and the fact our remaining owned property, an industrial property, is leased on a triple-net basis.
+Added: Comparison of the Three Months Ended December 31, 2021 to the Three Months Ended September 30, 2021
Net Interest Income
−Removed: Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt and real estate securities segments.
−Removed: The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the years ended December 31, 2019 and December 31, 2018 (dollars in thousands):
−Removed: Year Ended December 31,
+Added: Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt, real estate securities and TRS segments.
+Added: The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the three months ended December 31, 2021 and September 30, 2021 (dollars in thousands):
+Added: Three Months Ended
+Added: December 31, 2021 September 30, 2021
Average Carrying Value (1)
7 unchanged sentences
Real estate conduit 36,447 497 5.5 % 61,157 581 3.8 %
−Removed: Real estate securities 153,484 6,149 4.0 % 15,166 717 4.7 %
+Added: Real estate securities 3,482,245 24,279 2.8 % — — N/A
Total $ 7,150,038 $ 77,921 4.4 % $ 3,179,358 $ 47,747 6.0 %
4 unchanged sentences
Collateralized loan obligations 1,714,736 11,922 2.8 % 1,906,402 8,395 1.8 %
−Removed: Derivative instruments — 334 N/A — 284 N/A
+Added: Unsecured debt 101,064 2,103 8.3 % — — — %
Total $ 6,046,898 $ 24,841 1.6 % $ 2,333,945 $ 11,988 2.1 %
5 unchanged sentences
__ ______________________
−Removed: (1) Based on amortized cost for real estate debt and real estate securities and principal amount for repurchase agreements.
−Removed: All amounts are calculated based on quarterly averages for years ended December 31, 2019 and 2018.
+Added: (1) Based on amortized cost for real estate debt and real estate securities and principal amount for interest-bearing liabilities.
+Added: Amounts are calculated based on daily averages for the three months ended December 31, 2021 and September 30, 2021, respectively.
(2) Includes the effect of amortization of premium or accretion of discount and deferred fees.
+Added: The RMBS securities acquired in the Capstead merger are classified as trading and use the simple interest method to calculate interest income therefore no premium amortization is recognized on these securities.
(3) Calculated as interest income or expense divided by average carrying value.
+Added: (4) Annualized.
(5) Calculated by dividing total average interest-bearing liabilities by total average interest-earning assets.
−Removed: (5) Calculated by dividing net interest income/spread by the net of interest-earning assets and interest-bearing liabilities.
+Added: (6) Calculated by dividing net interest income/spread by the average interest-earning assets less average interest-bearing liabilities.
Interest income
−Removed: Interest income for the years ended December 31, 2019 and December 31, 2018 totaled $195.3 million and $152.3 million, respectively.
−Removed: As of December 31, 2019, our portfolio consisted of 122 commercial mortgage loans, 7 commercial mortgage loans, held-for-sale, measured at fair value and 21 investments in CMBS.
−Removed: The main driver in the increase in interest income was an increase of $769.4 million in the average carrying value of our interest-earning assets.
+Added: Interest income for the three months ended December 31, 2021 and September 30, 2021 totaled $77.9 million and $47.7 million, respectively.
+Added: As of December 31, 2021, our portfolio consisted of 165 commercial mortgage loans, one commercial mortgage loan, held for sale, measured at fair value, RMBS securities acquired in the merger with Capstead and no investments in CMBS.
+Added: The main driver in the increase in interest income was due to the higher average carrying value of interest-earning assets during the three months ended December 31, 2021, directly related to the merger with Capstead.
Interest expense
−Removed: Interest expense for the year ended December 31, 2019 increased to $90.4 million compared to interest expense for the year ended December 31, 2018 of $70.0 million.
−Removed: The increase in interest expense was due to an increase of $624.7 million in the average carrying value of our interest-bearing liabilities.
+Added: Interest expense for the three months ended December 31, 2021 increased to $24.8 million compared to interest expense for the three months ended September 30, 2021 of $12.0 million.
+Added: The increase in interest expense was due to the increase of $627.9 million in repurchase agreements on commercial mortgage loans and an increase of $3,187.1 million in repurchase agreements on real estate securities during the three months ended December 31, 2021, compared to the three months ended September 30, 2021.
Realized Gain/Loss on Commercial Mortgage Loans Held for Sale
−Removed: Realized gain on commercial mortgage loans held-for-sale, measured at fair value at the TRS for the year ended December 31, 2019 was $37.8 million compared to $11.3 million for the year ended December 31, 2018.
−Removed: The $26.5 million increase in realized gain was due to total proceeds of $1,013.1 million from the sale of fixed-rate commercial real estate loans into the CMBS securitization market during the year ended December 31, 2019 versus transactions of total proceeds of $567.4 million for the year ended December 31, 2018.
+Added: Realized gain on commercial mortgage loans held for sale, measured at fair value at the TRS for the three months ended December 31, 2021 was $2.0 million compared to $9.1 million for the three months ended September 30, 2021.
+Added: The $7.1 million decrease in realized gain was due to the fact that there had been one sale of fixed-rate commercial real estate loans into the CMBS securitization market during the three months ended December 31, 2021 compared to two sales during the three months ended September 30, 2021.
+Added: Proceeds from sale were $67.1 million for the three months ended December 31, 2021 compared to $154.0 million for the three months ended September 30, 2021.
+Added: Trading Gain/Loss
+Added: For the three months ended December 31, 2021 we had a realized trading loss of $34.8 million included within the consolidated statements of operations.
+Added: The loss is attributable to $20.9 million of losses due to change in market values of the ARM Agency Securities and $14.0 million of losses due to mortgage prepayments, net of $0.1 million in realized gains on sales of securities.
Expenses from operations
−Removed: Expenses from operations for the years ended December 31, 2019 and 2018 were made up of the following (dollars in thousands):
−Removed: Year Ended December 31,
+Added: Expenses from operations for the three months ended December 31, 2021 and September 30, 2021 were made up of the following (dollars in thousands):
+Added: Three Months Ended
+Added: December 31, 2021 September 31, 2021
Asset management and subordinated performance fee $ 8,428 $ 8,265
1 unchanged sentence
Administrative services expenses (1,874) 2,980
+Added: Impairment of acquired assets 88,282 —
Professional fees 4,388 2,488
−Removed: Real estate owned operating expenses 2,802 —
Depreciation and amortization 1,295 —
1 unchanged sentence
Total expenses from operations $ 102,541 $ 15,132
−Removed: The increase in our expenses from operations was primarily related to asset management and subordinated performance fees, administrative services expenses and professional fees.
−Removed: The increase in asset management and subordinated performance fee was primarily driven by the larger stockholders’ equity and preferred stock for the year ended December 31, 2019, compared to the year ended December 31, 2018.
−Removed: In addition to a higher equity base, we accrued approximately $2.0 million of subordinated performance fee during the year ended December 31, 2019 compared to $0.0 million during the year ended December 31, 2018.
−Removed: The increase in administrative services expenses and professional fees was primarily driven by the increase in outstanding equity during 2019 and a larger portfolio.
−Removed: In addition, the increase in real estate owned operating expense was driven by the two new real estate owned assets on our balance sheet for the year ended December 31, 2019, compared to none for the year ended December 31, 2018.
+Added: The increase in our expenses from operations was primarily related to impairment of acquired assets and higher asset management and subordinated performance fees.
+Added: The increase in impairment of acquired assets and asset management and subordinated performance fees were all due to the merger with Capstead during the three months ended December 31, 2021.
+Added: Refer to “Impact of the Capstead Acquisition” above for a discussion of the impairment of acquired assets.
+Added: The decrease in administrative services expenses was primarily driven by the year-end adjustment to such expenses during the three months ended December 31, 2021, compared to the three months ended September 30, 2021.
+Added: The increase in depreciation and amortization expense was due to $1.3 million of expenses incurred on one real estate owned assets during the three months ended December 31, 2021, compared to no such expenses incurred during the three months ended September 30, 2021.
+Added: Comparison of the Year Ended December 31, 2020 to the Year Ended December 31, 2019
+Added: See Part II, Item 7.
+Added: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 11, 2021, for a discussion of the comparison of the year ended December 31, 2020 to the year ended December 31, 2019.
As of December 31, 2021 and 2020, our portfolio consisted of 165 and 130 commercial mortgage loans, respectively, excluding commercial mortgage loans accounted for under the fair value option.
The commercial mortgage loans held for investment as of December 31, 2021 and December 31, 2020 had a total carrying value, net of allowance for credit losses, of $4,211.1 million and $2,693.8 million, respectively.
−Removed: As of December 31, 2020 and 2019 the Company's total commercial mortgage loans, held-for-sale, measured at fair value comprised of three loans with total fair value of $67.6 million and seven loans with total fair value of $112.6 million, respectively.
−Removed: As of December 31, 2020 and 2019, our real estate securities, available for sale, at fair value comprised of nine CMBS investments with total fair value of $171.1 million and 21 CMBS investments with total fair value of $386.3 million.
−Removed: As of December 31, 2020 and December 31, 2019, our other real estate investments, measured at fair value, comprised one investment with a total fair value of $2.5 million and $2.6 million, respectively.
−Removed: As of December 31, 2020 and December 31, 2019, our real estate owned portfolio comprised one investment with a carrying value of $26.5 million and two investments with a carrying value of $35.3 million, respectively.
−Removed: As of December 31, 2020, we had two loans with unpaid contractual principal balance for a total carrying value of $94.9 million, one with interest past due for greater than 90 days and the other with interest past due greater than 30 days.
+Added: As of December 31, 2021 and 2020 the Company's total commercial mortgage loans, held for sale, measured at fair value comprised of one loan with total fair value of $34.7 million and three loans with total fair value of $67.6 million, respectively.
+Added: As of December 31, 2021, we had no real estate securities, available for sale, compared to real estate securities, available for sale, at fair value comprised of nine CMBS investments with total fair value of $171.1 million, as of December 31, 2020.
+Added: As of December 31, 2021 and December 31, 2020, our other real estate investments, measured at fair value, were comprised one investment with a total fair value of $2.1 million and $2.5 million, respectively.
+Added: As of December 31, 2021 and December 31, 2020, our real estate owned portfolio comprised one industrial property and one office property, respectively with carrying values of $90.0 million and $26.5 million, respectively.
+Added: As of December 31, 2021, we had two loans with unpaid contractual principal balance for a total carrying value of $114.0 million, one with interest past due for greater than 90 days and the other which is current.
We did not take any asset specific reserves for these loans.
1 unchanged sentence
As of December 31, 2021 and 2020, our commercial mortgage loans, excluding commercial mortgage loans accounted for under the fair value option, had a weighted average coupon of 4.3% and 5.5%, and a weighted average remaining life of 2.1 years and 1.7 years, respectively.
−Removed: As of December 31, 2020 and 2019, our CMBS investments had a weighted average coupon of 2.2% and 3.7%, and a weighted average remaining life of 12.8 years and 15.8 years, respectively.
+Added: As of December 31, 2020, our CMBS investments had a weighted average coupon of 2.2%, and a weighted average remaining life of 12.8 years.
The following charts summarize our commercial mortgage loans, held for investment, by coupon rate type, collateral type and geographical region as of December 31, 2021 and 2020:
3 unchanged sentences
Loan Type Property Type Par Value Interest Rate (1)
−Removed: Effective Yield Loan to Value (2)
−Removed: Senior Debt 1 Industrial $33,655 1 month LIBOR + 4.00% 4.20% 65.0%
−Removed: Senior Debt 2 Mixed Use 12,839 1 month LIBOR + 5.00% 5.75% 73.3%
−Removed: Senior Debt 3 Office 14,034 1 month LIBOR + 4.45% 5.45% 64.2%
−Removed: Senior Debt 4 Office 8,391 1 month LIBOR + 6.00% 7.00% 74.0%
−Removed: Senior Debt 5 Multifamily 37,812 1 month LIBOR + 3.35% 5.60% 76.0%
−Removed: Senior Debt 6 Office 26,811 1 month LIBOR + 4.15% 5.40% 69.5%
−Removed: Senior Debt 7 Hospitality 10,400 1 month LIBOR + 6.25% 6.50% 61.6%
+Added: Effective Yield (5)
+Added: Loan to Value (2)
Senior Debt 1 Hospitality $4,858 1 month LIBOR + 4.00% 5.00% 77.0%
2 unchanged sentences
Senior Debt 4 Hospitality 22,150 1 month LIBOR + 6.00% 6.50% 48.1%
−Removed: Senior Debt 12 Hospitality 23,000 1 month LIBOR + 6.00% 6.50% 48.1%
Senior Debt 5 Office 6,901 1 month LIBOR + 5.15% 6.60% 56.4%
Senior Debt 6 Multifamily 36,822 1 month LIBOR + 3.00% 3.80% 63.7%
−Removed: Senior Debt 15 Hospitality 28,272 1 month LIBOR + 4.00% 5.25% 68.0%
−Removed: Senior Debt 16 Hospitality 22,700 1 month LIBOR + 4.40% 5.00% 72.7%
Senior Debt 7 Multifamily 37,025 1 month LIBOR + 3.00% 4.50% 83.6%
−Removed: Senior Debt 18 Self Storage 3,851 1 month LIBOR + 4.05% 5.00% 45.5%
−Removed: Senior Debt 19 Self Storage 6,496 1 month LIBOR + 4.05% 5.05% 55.8%
−Removed: Senior Debt 20 Self Storage 7,606 1 month LIBOR + 4.05% 5.05% 57.6%
−Removed: Senior Debt 21 Self Storage 2,400 1 month LIBOR + 4.05% 5.00% 37.6%
−Removed: Senior Debt 22 Self Storage 6,310 1 month LIBOR + 5.05% 5.19% 59.1%
Senior Debt 8 Hospitality 22,355 1 month LIBOR + 3.50% 4.80% 68.8%
−Removed: Senior Debt 24 Mixed Use 59,451 1 month LIBOR + 4.87% 5.27% 49.0%
Senior Debt 9 Office 20,685 1 month LIBOR + 3.75% 5.80% 70.0%
−Removed: Senior Debt 26 Self Storage 6,299 1 month LIBOR + 6.00% 7.75% 58.9%
Senior Debt 10 Office 15,722 1 month LIBOR + 3.40% 5.30% 67.5%
Senior Debt 11 Retail 29,500 6.50% 6.50% 68.5%
−Removed: Senior Debt 29 Self Storage 11,966 1 month LIBOR + 5.50% 7.25% 68.1%
Senior Debt 12 Multifamily 27,488 1 month LIBOR + 3.35% 5.25% 73.0%
−Removed: Senior Debt 31 Multifamily 22,417 1 month LIBOR + 3.40% 4.95% 80.5%
−Removed: Senior Debt 32 Multifamily 29,868 1 month LIBOR + 3.35% 5.25% 73.0%
−Removed: Senior Debt 33 Land 16,400 1 month LIBOR + 6.00% 8.25% 45.7%
Senior Debt 13 Hospitality 8,285 1 month LIBOR + 4.85% 6.75% 62.5%
−Removed: Senior Debt 35 Industrial 14,160 1 month LIBOR + 3.95% 5.95% 66.4%
−Removed: Senior Debt 36 Multifamily 48,500 1 month LIBOR + 3.75% 6.15% 69.5%
−Removed: Senior Debt 37 Multifamily 23,295 1 month LIBOR + 5.70% 7.50% 70.7%
Senior Debt 14 Office 7,125 1 month LIBOR + 3.90% 5.95% 67.6%
−Removed: Senior Debt 39 Manufactured Housing 8,893 1 month LIBOR + 4.40% 6.50% 60.3%
Senior Debt 15 Hospitality 13,972 1 month LIBOR + 4.47% 6.72% 44.8%
Senior Debt 16 Retail 11,924 1 month LIBOR + 3.95% 6.45% 61.2%
−Removed: Senior Debt 42 Hospitality 21,000 1 month LIBOR + 4.14% 6.64% 56.0%
−Removed: Senior Debt 43 Multifamily 24,711 1 month LIBOR + 3.10% 5.40% 73.1%
−Removed: Senior Debt 44 Multifamily 37,643 1 month LIBOR + 3.10% 5.40% 73.4%
Senior Debt 17 Office 42,631 1 month LIBOR + 3.50% 5.75% 71.0%
Senior Debt 18 Retail 8,203 1 month LIBOR + 8.00% 8.10% 51.6%
−Removed: Loan Type Property Type Par Value Interest Rate (1)
−Removed: Effective Yield Loan to Value (2)
Senior Debt 19 Hospitality 10,580 1 month LIBOR + 4.50% 6.75% 68.7%
−Removed: Senior Debt 48 Multifamily 18,100 1 month LIBOR + 3.40% 5.35% 76.4%
Senior Debt 20 Hospitality 19,900 1 month LIBOR + 4.15% 6.50% 61.8%
−Removed: Senior Debt 50 Multifamily 18,656 1 month LIBOR + 3.10% 5.50% 67.4%
Senior Debt 21 Office 39,650 1 month LIBOR + 4.01% 6.26% 68.2%
5 unchanged sentences
Senior Debt 27 Retail 9,400 1 month LIBOR + 4.20% 6.30% 77.1%
−Removed: Senior Debt 58 Manufactured Housing 12,200 1 month LIBOR + 3.65% 5.90% 48.4%
−Removed: Senior Debt 59 Manufactured Housing 24,100 1 month LIBOR + 3.65% 5.90% 53.8%
−Removed: Senior Debt 60 Multifamily 23,149 1 month LIBOR + 2.65% 4.75% 75.8%
−Removed: Senior Debt 61 Office 29,750 1 month LIBOR + 3.35% 5.42% 54.3%
Senior Debt 28 Hospitality 34,053 1 month LIBOR + 3.99% 5.74% 31.0%
−Removed: Senior Debt 63 Multifamily 12,839 1 month LIBOR + 2.65% 4.50% 71.6%
−Removed: Senior Debt 64 Multifamily 37,021 1 month LIBOR + 2.75% 4.50% 79.3%
Senior Debt 29 Industrial 56,933 1 month LIBOR + 3.75% 5.50% 59.7%
1 unchanged sentence
Senior Debt 31 Hospitality 7,100 1 month LIBOR + 4.00% 5.75% 70.3%
−Removed: Senior Debt 68 Industrial 22,230 1 month LIBOR + 3.55% 5.25% 69.7%
Senior Debt 32 Multifamily 15,342 1 month LIBOR + 2.75% 4.25% 71.7%
6 unchanged sentences
Senior Debt 39 Office 58,714 1 month LIBOR + 3.70% 5.00% 65.7%
−Removed: Senior Debt 77 Industrial 25,350 1 month LIBOR + 3.50% 5.20% 58.1%
Senior Debt 40 Multifamily 11,739 1 month LIBOR + 3.15% 4.75% 72.4%
Senior Debt 41 Office 28,083 1 month LIBOR + 2.70% 2.80% 71.4%
−Removed: Senior Debt 80 Multifamily 75,100 1 month LIBOR + 4.35% 6.00% 64.7%
Senior Debt 42 Manufactured Housing 1,359 5.50% 5.50% 62.8%
+Added: Senior Debt 43 Multifamily 7,060 1 month LIBOR + 4.75% 5.75% 62.6%
Senior Debt 44 Industrial 17,038 1 month LIBOR + 6.25% 7.00% 61.0%
Senior Debt 45 Multifamily 4,300 1 month LIBOR + 5.50% 6.50% 87.4%
+Added: Senior Debt 46 Manufactured Housing 7,680 1 month LIBOR + 4.50% 5.00% 66.7%
+Added: Loan Type Property Type Par Value Interest Rate (1)
+Added: Effective Yield (5)
+Added: Loan to Value (2)
+Added: Senior Debt 47 Mixed Use 30,465 1 month LIBOR + 5.15% 6.15% 67.0%
+Added: Senior Debt 48 Hospitality 27,000 1 month LIBOR + 6.50% 6.85% 62.7%
Senior Debt 49 Multifamily 50,000 1 month LIBOR + 6.69% 7.44% 80.0%
+Added: Senior Debt 50 Self Storage 29,895 1 month LIBOR + 5.00% 5.25% 58.8%
Senior Debt 51 Multifamily 14,183 1 month LIBOR + 4.75% 5.25% 70.0%
+Added: Senior Debt 52 Manufactured Housing 3,400 1 month LIBOR + 5.00% 5.25% 58.6%
Senior Debt 53 Multifamily 27,550 1 month LIBOR + 5.75% 6.00% 69.8%
−Removed: Senior Debt 87 Industrial 16,400 1 month LIBOR + 6.25% 7.00% 61.0%
+Added: Senior Debt 54 Manufactured Housing 5,020 1 month LIBOR + 5.25% 5.35% 65.9%
+Added: Senior Debt 55 Office 18,603 1 month LIBOR + 4.50% 5.25% 47.9%
+Added: Senior Debt 56 Office 67,651 5.15% 5.15% 52.5%
+Added: Senior Debt 57 Office 30,900 1 month LIBOR + 5.20% 5.45% 66.0%
+Added: Senior Debt 58 Self Storage 11,600 1 month LIBOR + 4.76% 5.01% 66.6%
+Added: Senior Debt 59 Manufactured Housing 5,000 1 month LIBOR + 5.90% 6.50% 58.8%
+Added: Senior Debt 60 Office 12,750 1 month LIBOR + 5.00% 5.25% 67.8%
Senior Debt 61 Multifamily 43,320 1 month LIBOR + 4.35% 4.60% 73.2%
1 unchanged sentence
Senior Debt 63 Multifamily 8,763 1 month LIBOR + 5.50% 5.75% 73.7%
−Removed: Senior Debt 91 Manufactured Housing 7,680 1 month LIBOR + 4.50% 5.00% 66.7%
−Removed: Senior Debt 92 Mixed Use 30,465 1 month LIBOR + 5.15% 6.15% 67.0%
+Added: Senior Debt 64 Retail 11,963 1 month LIBOR + 4.87% 5.12% 75.0%
Senior Debt 65 Multifamily 5,730 1 month LIBOR + 5.00% 5.25% 73.5%
+Added: Senior Debt 66 Multifamily 18,800 1 month LIBOR + 4.00% 4.10% 79.7%
Senior Debt 67 Industrial 14,985 1 month LIBOR + 4.50% 4.75% 66.3%
−Removed: Loan Type Property Type Par Value Interest Rate (1)
−Removed: Effective Yield Loan to Value (2)
+Added: Senior Debt 68 Office 11,981 1 month LIBOR + 5.50% 5.75% 68.8%
+Added: Senior Debt 69 Multifamily 11,820 1 month LIBOR + 4.55% 4.75% 73.0%
+Added: Senior Debt 70 Multifamily 21,000 1 month LIBOR + 4.60% 4.75% 66.7%
+Added: Senior Debt 71 Office 26,000 1 month LIBOR + 5.00% 5.25% 63.9%
+Added: Senior Debt 72 Multifamily 54,500 1 month LIBOR + 3.80% 4.05% 77.0%
+Added: Senior Debt 73 Multifamily 11,672 1 month LIBOR + 3.50% 3.65% 60.1%
+Added: Senior Debt 74 Multifamily 21,000 1 month LIBOR + 4.95% 5.05% 84.2%
+Added: Senior Debt 75 Office 43,751 1 month LIBOR + 3.94% 4.14% 53.9%
Senior Debt 76 (3)
Multifamily — 1 month LIBOR + 7.25% 7.50% —%
+Added: Senior Debt 77 Multifamily 5,400 1 month LIBOR + 5.25% 5.50% 83.1%
Senior Debt 78 Hospitality 23,000 1 month LIBOR + 5.79% 5.99% 57.2%
1 unchanged sentence
Senior Debt 80 Multifamily 12,325 1 month LIBOR + 4.50% 4.65% 83.3%
−Removed: Senior Debt 99 Self Storage 29,895 1 month LIBOR + 5.00% 5.25% 58.8%
Senior Debt 81 Multifamily 6,300 1 month LIBOR + 5.35% 5.60% 84.0%
−Removed: Senior Debt 101 Manufactured Housing 3,400 1 month LIBOR + 5.00% 5.25% 58.6%
Senior Debt 82 Multifamily 31,023 1 month LIBOR + 3.00% 3.10% 74.3%
1 unchanged sentence
Senior Debt 84 Multifamily 5,575 1 month LIBOR + 4.50% 4.75% 83.6%
−Removed: Senior Debt 105 Manufactured Housing 5,020 1 month LIBOR + 5.25% 5.39% 65.9%
−Removed: Senior Debt 106 Office 19,003 1 month LIBOR + 4.50% 5.25% 47.9%
−Removed: Senior Debt 107 Office 69,675 5.15% 5.15% 52.5%
−Removed: Senior Debt 108 Office 30,900 1 month LIBOR + 5.20% 5.45% 66.0%
Senior Debt 85 Multifamily 53,178 1 month LIBOR + 3.00% 3.25% 71.6%
+Added: Senior Debt 86 Multifamily 14,045 1 month LIBOR + 3.39% 3.54% 70.6%
+Added: Senior Debt 87 Multifamily 8,301 1 month LIBOR + 3.80% 3.95% 69.9%
+Added: Senior Debt 88 Multifamily 13,582 1 month LIBOR + 4.50% 4.75% 76.7%
+Added: Senior Debt 89 Multifamily 18,277 1 month LIBOR + 5.25% 5.50% 67.0%
+Added: Senior Debt 90 Multifamily 17,985 1 month LIBOR + 3.60% 3.75% 70.8%
+Added: Senior Debt 91 Multifamily 41,823 1 month LIBOR + 2.95% 3.10% 71.6%
+Added: Senior Debt 92 Hospitality 25,785 1 month LIBOR + 5.60% 5.85% 61.0%
+Added: Senior Debt 93 Mixed Use 32,500 1 month LIBOR + 3.70% 4.20% 69.7%
+Added: Senior Debt 94 Multifamily 12,688 1 month LIBOR + 3.75% 3.90% 63.2%
+Added: Loan Type Property Type Par Value Interest Rate (1)
+Added: Effective Yield (5)
+Added: Loan to Value (2)
+Added: Senior Debt 95 Multifamily 70,620 1 month LIBOR + 2.95% 3.10% 72.6%
+Added: Senior Debt 96 Multifamily 20,321 1 month LIBOR + 3.35% 3.50% 67.7%
+Added: Senior Debt 97 Multifamily 28,318 1 month LIBOR + 2.95% 3.10% 70.4%
+Added: Senior Debt 98 Multifamily 34,998 1 month LIBOR + 2.95% 3.10% 71.7%
+Added: Senior Debt 99 Multifamily 32,557 1 month LIBOR + 2.95% 3.10% 72.2%
+Added: Senior Debt 100 Hospitality 25,771 1 month LIBOR + 9.00% 9.25% 74.2%
Senior Debt 101 Self Storage 15,000 1 month LIBOR + 4.26% 4.51% 74.6%
−Removed: Senior Debt 111 Industrial 24,552 1 month LIBOR + 4.35% 4.60% 69.8%
−Removed: Senior Debt 112 Manufactured Housing 5,000 1 month LIBOR + 5.90% 6.50% 58.8%
+Added: Senior Debt 102 Multifamily 24,248 1 month LIBOR + 3.25% 3.35% 70.8%
Senior Debt 103 Office 6,800 1 month LIBOR + 5.25% 5.50% 67.3%
1 unchanged sentence
Senior Debt 105 Multifamily 10,391 1 month LIBOR + 3.15% 3.25% 75.6%
+Added: Senior Debt 106 Hospitality 17,449 1 month LIBOR + 5.35% 5.75% 56.8%
+Added: Senior Debt 107 Hospitality 28,000 1 month LIBOR + 6.25% 6.50% 59.2%
Senior Debt 108 Multifamily 31,900 1 month LIBOR + 3.15% 3.25% 73.0%
−Removed: Senior Debt 117 Retail 11,963 1 month LIBOR + 4.87% 5.12% 75.0%
+Added: Senior Debt 109 Multifamily 37,260 1 month LIBOR + 3.40% 3.55% 75.6%
+Added: Senior Debt 110 (4)
+Added: Multifamily — 1 month LIBOR + 8.00% 8.25% —%
+Added: Senior Debt 111 Multifamily 29,500 1 month LIBOR + 2.88% 2.98% 68.0%
+Added: Senior Debt 112 Multifamily 10,050 1 month LIBOR + 4.50% 4.65% 77.3%
+Added: Senior Debt 113 Multifamily 13,259 1 month LIBOR + 3.75% 3.85% 76.9%
+Added: Senior Debt 114 Multifamily 29,250 1 month LIBOR + 3.00% 3.10% 73.5%
+Added: Senior Debt 115 Multifamily 34,077 1 month LIBOR + 3.15% 3.25% 71.0%
+Added: Senior Debt 116 Multifamily 42,850 1 month LIBOR + 3.40% 3.50% 79.9%
+Added: Senior Debt 117 Multifamily 35,020 1 month LIBOR + 3.64% 3.74% 66.0%
+Added: Senior Debt 118 Multifamily 8,500 1 month LIBOR + 3.75% 4.00% 79.4%
+Added: Senior Debt 119 Multifamily 14,200 1 month LIBOR + 3.15% 3.25% 79.8%
+Added: Senior Debt 120 Multifamily 13,350 1 month LIBOR + 3.75% 3.85% 64.2%
+Added: Senior Debt 121 Multifamily 66,650 1 month LIBOR + 3.25% 3.35% 77.1%
+Added: Senior Debt 122 Multifamily 18,750 1 month LIBOR + 2.95% 3.05% 72.1%
+Added: Senior Debt 123 Multifamily 9,099 1 month LIBOR + 3.75% 3.95% 70.0%
+Added: Senior Debt 124 Multifamily 26,160 1 month LIBOR + 3.20% 3.30% 77.3%
+Added: Senior Debt 125 Hospitality 17,370 1 month LIBOR + 5.25% 5.35% 61.0%
+Added: Senior Debt 126 Hospitality 16,500 1 month LIBOR + 7.10% 7.20% 73.0%
+Added: Senior Debt 127 Multifamily 13,168 1 month LIBOR + 3.40% 3.50% 78.2%
+Added: Senior Debt 128 Multifamily 88,500 1 month LIBOR + 2.75% 2.85% 50.3%
+Added: Senior Debt 129 Multifamily 56,150 1 month LIBOR + 3.10% 3.20% 78.9%
+Added: Senior Debt 130 Multifamily 36,750 1 month LIBOR + 2.90% 3.00% 72.2%
+Added: Senior Debt 131 Multifamily 52,192 1 month LIBOR + 3.10% 3.20% 67.2%
+Added: Senior Debt 132 Multifamily 37,100 1 month LIBOR + 2.90% 3.00% 72.0%
+Added: Senior Debt 133 Multifamily 60,267 1 month LIBOR + 2.85% 2.95% 70.6%
+Added: Senior Debt 134 Multifamily 30,600 1 month LIBOR + 2.65% 2.75% 59.1%
+Added: Senior Debt 135 Multifamily 30,650 1 month LIBOR + 3.25% 3.35% 80.0%
+Added: Senior Debt 136 Multifamily 62,850 1 month LIBOR + 3.35% 3.45% 78.0%
+Added: Senior Debt 137 Multifamily 42,474 1 month LIBOR + 3.00% 3.10% 74.8%
+Added: Senior Debt 138 Multifamily 46,080 1 month LIBOR + 2.75% 2.85% 68.1%
+Added: Senior Debt 139 Multifamily 28,880 1 month LIBOR + 2.90% 3.00% 74.2%
Senior Debt 140 Manufactured Housing 6,700 1 month LIBOR + 4.50% 4.60% 77.9%
1 unchanged sentence
Senior Debt 142 Multifamily 26,600 1 month LIBOR + 2.90% 3.00% 72.1%
−Removed: Senior Debt 121 Industrial 14,250 1 month LIBOR + 4.50% 4.75% 66.3%
−Removed: Senior Debt 122 Office 11,550 1 month LIBOR + 5.50% 5.75% 68.8%
+Added: Loan Type Property Type Par Value Interest Rate (1)
+Added: Effective Yield (5)
+Added: Loan to Value (2)
Senior Debt 143 Multifamily 12,478 1 month LIBOR + 3.20% 3.30% 62.4%
−Removed: Senior Debt 124 Office 26,000 1 month LIBOR + 5.00% 5.25% 63.9%
+Added: Senior Debt 144 Multifamily 35,996 1 month LIBOR + 3.00% 3.10% 73.3%
+Added: Senior Debt 145 Multifamily 32,250 1 month LIBOR + 3.20% 3.30% 74.5%
+Added: Senior Debt 146 Multifamily 38,631 1 month LIBOR + 2.90% 3.00% 71.7%
+Added: Senior Debt 147 Multifamily 64,281 1 month LIBOR + 2.88% 2.98% 74.8%
+Added: Senior Debt 148 Multifamily 62,003 1 month LIBOR + 2.88% 2.98% 75.5%
+Added: Senior Debt 149 Multifamily 16,570 1 month SOFR + 3.50% 3.55% 71.7%
+Added: Senior Debt 150 Multifamily 56,930 1 month LIBOR + 2.75% 2.85% 73.9%
+Added: Senior Debt 151 Multifamily 65,000 1 month SOFR + 5.14% 5.19% 74.7%
+Added: Senior Debt 152 Multifamily 22,240 1 month SOFR + 2.96% 3.01% 79.4%
+Added: Senior Debt 153 Multifamily 25,573 1 month SOFR + 2.96% 3.01% 72.9%
+Added: Senior Debt 154 Multifamily 31,678 1 month SOFR + 3.20% 3.25% 74.2%
+Added: Senior Debt 155 Multifamily 78,050 1 month SOFR + 3.45% 3.50% 78.8%
+Added: Senior Debt 156 Multifamily 77,870 1 month LIBOR + 3.21% 3.31% 76.1%
+Added: Senior Debt 157 Multifamily 24,000 1 month SOFR + 3.11% 3.16% 72.7%
+Added: Senior Debt 158 Retail 31,000 1 month SOFR + 3.29% 3.34% 42.5%
+Added: Senior Debt 159 Multifamily 47,444 1 month SOFR + 2.86% 2.91% 68.2%
+Added: Senior Debt 160 Multifamily 36,824 1 month SOFR + 2.86% 2.91% 69.7%
Senior Debt 161 Hospitality 17,169 5.99% 5.99% 52.9%
−Removed: Mezzanine Loan 1 Multifamily 3,480 9.50% 9.50% 84.3%
−Removed: Mezzanine Loan 2 Retail 3,500 10.00% 10.00% 59.7%
Mezzanine Loan 1 Multifamily 6,500 1 month LIBOR + 10.25% 11.00% 90.4%
−Removed: Mezzanine Loan 4 Retail 1,438 1 month LIBOR + 10.75% 11.00% 84.0%
−Removed: Mezzanine Loan 5 Multifamily 1,000 11.00% 11.00% 68.9%
+Added: Mezzanine Loan 2 Multifamily 3,000 1 month LIBOR + 9.20% 10.00% 62.2%
+Added: Mezzanine Loan 3 Multifamily 10,000 1 month SOFR + 15.29% 15.34% 86.2%
+Added: Mezzanine Loan 4 Retail 3,000 1 month SOFR + 12.00% 12.05% 46.6%
$4,242,962 4.33%
6 unchanged sentences
(3) The total commitment of this loan is $31.5 million, however none was funded as of December 31, 2021.
+Added: (4) The total commitment of this loan is $38.0 million, however none was funded as of December 31, 2021.
+Added: (5) Effective yield is calculated as the spread of the loan plus the higher of any applicable index or index floor.
The following table shows selected data from our commercial mortgage loans, held for sale, measured at fair value as of December 31, 2021 (dollars in thousands):
Loan Type Property Type Par Value Interest Rate Effective Yield Loan to Value (1)
−Removed: TRS Senior Debt 1 Industrial $58,500 3.33% 3.33% 58.0%
−Removed: TRS Senior Debt 2 Industrial 9,050 4.30% 4.30% 58.4%
−Removed: TRS Mezzanine Loan 3 Multifamily 100 1 month LIBOR + 14.00% 15.00% 76.4%
+Added: TRS Senior Debt 1 Office $34,250 3.60% 3.60% 63.2%
$34,250 3.60%
1 unchanged sentence
(1) Loan to value percentage is from metrics at origination.
−Removed: The following table shows selected data from our real estate securities, available for sale, measured at fair value as of December 31, 2020 (dollars in thousands):
−Removed: Type Par Value Interest Rate Effective Yield
−Removed: CMBS 1 $13,250 1 month LIBOR + 2.95% 3.1%
−Removed: CMBS 2 10,800 1 month LIBOR + 2.10% 2.2%
−Removed: CMBS 3 40,000 1 month LIBOR + 2.35% 2.5%
−Removed: CMBS 4 8,000 1 month LIBOR + 1.85% 2.0%
−Removed: CMBS 5 24,000 1 month LIBOR + 2.00% 2.1%
−Removed: CMBS 6 12,000 1 month LIBOR + 2.15% 2.3%
−Removed: CMBS 7 20,000 1 month LIBOR + 1.33% 1.5%
−Removed: CMBS 8 25,000 1 month LIBOR + 1.63% 1.8%
−Removed: CMBS 9 25,665 1 month LIBOR + 2.15% 2.3%
−Removed: $178,715 2.2%
+Added: We had no real estate securities, available for sale, measured at fair value as of December 31, 2021.
The following table shows selected data from our other real estate investments, measured at fair value as of December 31, 2021 (dollars in thousands):
3 unchanged sentences
Type Property Type Carrying Value
−Removed: Real Estate Owned 1 Office $26,510
+Added: Real Estate Owned 1 Industrial $90,048
+Added: The following is a summary of the Company's RMBS, all of which were ARM Agency Securities, classified by collateral type and interest rate characteristics as of December 31, 2021 (dollars in thousands):
+Added: Type Carrying
+Added: Amount Average
+Added: Agency Securities:
+Added: Fannie Mae/Freddie Mac ARMs $ 4,246,803 0.02%
+Added: Ginnie Mae ARMs 320,068 0.03%
+Added: $ 4,566,871 0.02%
+Added: ________________________
+Added: (1) Average yield is presented for the year then ended, and is based on the cash component of interest income expressed as a percentage on average cost basis (the “cash yield”).
+Added: During 2021, the Company sold trading securities using the specific identification method for proceeds totaling $1.9 billion recognizing $0.1 million in net realized gains.
+Added: Subsequent to year end, until February 18, 2022, the Company sold trading securities using the same method for proceeds totaling $1.8 billion recognizing $12 million in net realized losses.
+Added: The Company did not own any trading securities during 2020.
+Added: As of February 18, 2022, the current market value of the Company's RMBS portfolio was $2.4 billion.
Liquidity and Capital Resources
−Removed: Our principal demands for cash will be funding our loan investments, continuing debt service obligations, distributions to our stockholders and the payment of our operating and administrative expenses.
−Removed: The Company expects to use additional debt and equity financing as a source of capital.
+Added: Our expected material cash requirements for the twelve months ended December 31, 2022 and thereafter are comprised of (i) contractually obligated expenditures, including payments of principal and interest and contractually-obligated fundings on our loans;
+Added: (ii) other essential expenditures, including operating and administrative expenses and dividends paid in accordance with REIT distribution requirements;
+Added: and (iii) opportunistic expenditures, including new loans.
+Added: Our contractually obligated expenditures primarily consist of payment obligations under the debt financing arrangements which are set forth in the table below under “Contractual Obligations and Commitments” and which are each described in more detail below under “Repurchase Agreements, Commercial Mortgage Loans”, “Other financing and loan participation - Commercial Mortgage Loans”, “Mortgage Note Payable”, “Unsecured Debt”, “Repurchase Agreements - Real Estate Securities”, and “Repurchase Agreements - Real Estate Securities Classified As Trading.”
+Added: We expect to use operating cash flow, new or refinanced debt (including collateral loan and debt obligation securitizations) and equity financing as a source of capital.
+Added: Since we intend to continue to qualify as a REIT for federal income tax purposes, we will be required to annually distribute to our stockholders at least 90% of our REIT taxable income and we intend to distribute 100% of REIT taxable income.
+Added: This will reduce the amount of operating cash flow available to fund our operations and growth initiatives after the payment of these distributions.
The board of directors currently intends to operate at a leverage level of between one to three times book value of equity.
−Removed: However, our board of directors may change this target without shareholder approval.
−Removed: In addition, in 2020 the Company raised $10.9 million through sales of common and preferred equity to institutional and individual investors.
−Removed: The Company anticipates that our debt and equity financing sources and our anticipated cash generated from operations will be adequate to fund our anticipated uses of capital.
−Removed: In addition to our current mix of financing sources, the Company may also access additional forms of financings, including credit facilities, securitizations, public and private, secured and unsecured debt issuances by us or our subsidiaries, or through capital recycling initiatives whereby we sell certain assets in our portfolio and reinvest the proceeds in assets with more attractive risk-adjusted returns.
−Removed: Refer to “COVID-19 Pandemic” above for information on the impact of the COVID-19 pandemic on our liquidity.
+Added: We have used and may in the future use various forms of incurring indebtedness, including through repurchase agreements, credit facilities, securitizations, public and private, secured and unsecured debt issuances by us or our subsidiaries.
+Added: We have generally relied on repurchase agreements to provide short-term debt financing for our commercial mortgage loans and utilized collateral loan and debt obligation securitizations for long-term match-funded financing.
+Added: With respect to equity, we may in the future issue common stock and/or preferred stock, including through an at-the-market offering program.
+Added: We may also sell certain assets in our portfolio and reinvest the proceeds in assets with more attractive risk-adjusted returns.
+Added: For example, we intend to reinvest the cash and proceeds from dividends, interest, repayments and sales of the assets acquired in the Capstead merger into our primary investment strategies.
+Added: As discussed in detail in Note 9 – Stock Transactions to the accompanying consolidated financial statements included in this Annual Report on Form 10-K , in October 2021 we closed our merger with Capstead.
+Added: We intend to transition the equity invested in the assets we acquired from Capstead into our traditional investment strategies, including the origination of commercial real estate mortgages.
+Added: Specifically, we intend to reinvest any dividend, interest and principal paid on such assets, and proceeds from the sale of such assets, into our current investment strategies.
+Added: Until we fully transition this equity into our business, we expect that proceeds received from the sale of Capstead assets will be a significant source of capital.
+Added: We believe that our anticipated available operating cash flows, proceeds from sales of assets and debt and equity financing sources will be adequate to fund our short and long-term anticipated uses of capital.
Collateralized Loan Obligations
−Removed: 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.
−Removed: The outstanding principal of the notes on the date of the call was $21.0 million.
−Removed: 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.
−Removed: As of December 31, 2020 and December 31, 2019 the notes issued by BSPRT 2018-FL3 Issuer, Ltd.
−Removed: 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").
−Removed: The sale of the 2018-FL3 Mortgage Assets to BSPRT 2018-FL3 Issuer, Ltd.
−Removed: is governed by a Mortgage Asset Purchase Agreement dated as of April 5, 2018, between the Company and BSPRT 2018-FL3 Issuer, Ltd.
−Removed: As of December 31, 2020 and December 31, 2019 the notes issued by BSPRT 2018-FL4 Issuer, Ltd.
−Removed: and BSPRT 2018-FL4 Co-Issuer, LLC, 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").
−Removed: The sale of the 2018-FL4 Mortgage Assets to BSPRT 2018-FL4 Issuer, Ltd.
−Removed: is governed by a Mortgage Asset Purchase Agreement dated as of October 12, 2018, between the Company and BSPRT 2018-FL4 Issuer, Ltd.
−Removed: As of December 31, 2020 and December 31, 2019, the notes issued by BSPRT 2019-FL5 Issuer, Ltd.
−Removed: 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").
−Removed: The sale of the 2019-FL5 Mortgage Assets to BSPRT 2019-FL5 Issuer, Ltd.
−Removed: is governed by a Mortgage Asset Purchase Agreement dated as of May 30, 2019, between the Company and BSPRT 2019-FL5 Issuer, Ltd.
+Added: During 2021, the Company raised $1.3 billion of capital through the issuance of BSPRT 2021-FL6 Issuer, Ltd.
+Added: and BSPRT 2021-FL7 Issuer, Ltd.
+Added: Additionally, as of December 31, 2021, the Company had $46 million reinvestment capital available across all outstanding collateralized loan obligations.
Repurchase Agreements, Commercial Mortgage Loans
−Removed: As of December 31, 2020, the Company has 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").
+Added: As of December 31, 2021, the Company has repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM 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.
5 unchanged sentences
Repurchase Facility Committed Financing Amount Outstanding Interest Expense (1)
−Removed: Ending Weighted Average Interest Rate Initial Term Maturity
+Added: Ending Weighted Average Interest Rate Term Maturity
JPM Repo Facility $ 400,000 $ 136,470 $ 5,178 2.13 % 10/6/2022
−Removed: $ 300,000 $ 113,884 $ 5,020 2.54 % 10/6/2022
−Removed: USB Repo Facility (3)
−Removed: 100,000 5,775 599 2.40 % 6/15/2021
CS Repo Facility (2)
3 unchanged sentences
Barclays Revolver Facility (4)
−Removed: 100,000 — 387 N/A 9/20/2021
+Added: 250,000 166,700 1,976 6.12 % 9/20/2023
Barclays Repo Facility (5)
4 unchanged sentences
Includes amortization of deferred financing costs.
−Removed: (2) On October 6, 2020 the maturity date was amended to October 6, 2022.
−Removed: (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.
−Removed: (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.
−Removed: Additionally, in 2020 the committed financing amount was downsized from $300 million to $200 million.
−Removed: (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.
−Removed: There are two more one-year extension options available at the Company's discretion.
−Removed: (6) There is one one-year extension option available at the Company's discretion.
−Removed: (7) Includes two one-year extensions at the Company's option.
+Added: (2) On August 12, 2021, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to September 30, 2022.
+Added: Additionally, on November 3, 2021 the committed financing amount was amended from $200 million to $300 million with the option to increase to $400 million at the Company's discretion.
+Added: (3) On October 15, 2021 the committed financing amount was increased from $175 million to $275 million.
+Added: There are three more one-year extension options available at the Company's discretion.
+Added: (4) On September 8, 2021, the Company amended the maturity date to September 20, 2023.
+Added: On December 1, 2021 the committed financing amount was increased from $100 million to $250 million.
+Added: The Company may increase the total commitment amount by an amount between $100 million and $150 million for three month intervals, on an unlimited basis prior to maturity.
+Added: (5) On December 3, 2021 the Company amended the maturity date to March 14, 2025 and the committed financing amount was increased from $300 million to $500 million.
+Added: There are two one-year extension options available at the Company's discretion.
As of December 31, 2020
Repurchase Facility Committed Financing Amount Outstanding Interest Expense (1)
−Removed: Ending Weighted Average Interest Rate Initial Term Maturity
+Added: Ending Weighted Average Interest Rate Term Maturity
JPM Repo Facility (2)
1 unchanged sentence
USB Repo Facility (3)
−Removed: 100,000 — 622 N/A 6/15/2020
+Added: 100,000 5,775 599 2.40 6/15/2021
CS Repo Facility (4)
10 unchanged sentences
Includes amortization of deferred financing costs.
−Removed: (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.
−Removed: (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.
−Removed: (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.
−Removed: (5) Includes three one-year extensions at the Company’s option, which may be exercised upon the satisfaction of certain conditions.
−Removed: (6) On September 13, 2019, the Company exercised the extension option, and extended the term maturity to September 20, 2021.
−Removed: There is one more one-year extension option available at the Company's discretion.
+Added: (2) On October 6, 2020 the maturity date was amended to October 6, 2022.
+Added: (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.
+Added: (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.
+Added: Additionally, in 2020 the committed financing amount was downsized from $300 million to $200 million.
+Added: (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.
+Added: There are two more one-year extension options available at the Company's discretion.
+Added: (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.
3 unchanged sentences
The Company incurred $0.9 million of interest expense on SNB for the year ended December 31, 2021.
−Removed: As of December 31, 2020 there was an outstanding balance of $31.4 million.
+Added: As of December 31, 2021 and December 31, 2020 the outstanding participation balance was $37.9 million and $31.4 million, respectively.
The loan matures on February 9, 2023.
1 unchanged sentence
On October 15, 2019, the Company obtained a commercial mortgage loan for $29.2 million related to the real estate owned portfolio.
−Removed: 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 $0.9 million of interest expense for the twelve months ended December 31, 2021.
−Removed: Additionally, on January 6, 2020, the Company obtained a commercial mortgage loan for $11.0 million related to the real estate owned portfolio (see Note 5 - Real Estate Owned) .
−Removed: As of December 31, 2020 the loan and related real estate owned assets were no longer held by the Company.
−Removed: The Company incurred $0.8 million of interest expense for the twelve months ended December 31, 2020.
+Added: As of December 31, 2021 the loan has been assumed by the purchaser of the underlying asset and is no longer held by the Company (see Note 5 - Real Estate Owned).
+Added: On September 17, 2021, the Company, in connection with the consolidating joint venture (as discussed in Note 5 - Real Estate Owned), originated a $112.7 million mortgage note payable, of which $88.7 million is eliminated in consolidation (see Note 5 - Real Estate Owned).
+Added: As of December 31, 2021 the Company incurred $0.2 million of interest expense, of which $0.2 million is eliminated in consolidation, for the twelve months ended December 31, 2021.
+Added: The remaining mortgage note payable of $24 million is included in the consolidated balance sheets under the caption Mortgage note payable.
+Added: As of December 31, 2021 , the loan accrued interest at an annual rate of 3.1% and matures on October 9, 2024.
Unsecured Debt
+Added: In the merger with Capstead we acquired 30-year junior subordinated notes issued in 2005 and 2006 and maturing in 2035 and 2036, with a total face amount of $100.0 million.
+Added: Note balances net of deferred issuance costs, and related weighted average interest rates as of the indicated dates (calculated including issuance cost amortization and adjusted for the effects of related derivatives held as cash flow hedges) were as follows (dollars in thousands):
+Added: December 31, 2021 December 31, 2020
+Added: Outstanding Average
+Added: Rate Borrowings
+Added: Outstanding Average
+Added: Junior subordinated notes maturing in:
+Added: October 2035 ($35,000 face amount) $ 34,470 7.86 % $ — — %
+Added: December 2035 ($40,000 face amount) 39,474 7.63 % — — %
+Added: September 2036 ($25,000 face amount) 24,650 7.67 % — — %
+Added: $ 98,594 7.72 % $ — — %
+Added: The notes are currently redeemable, in whole or in part, without penalty, at the Company’s option.
+Added: Interest paid on unsecured debt, including related derivative cash flows, totaled $0.6 million for the twelve months ended December 31, 2021.
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%.
1 unchanged sentence
The Company incurred $2.0 million of interest expense on the lending agreement with SBL for the twelve months ended December 31, 2021.
−Removed: As of December 31, 2020, there was no outstanding balance under the lending agreement.
+Added: As of December 31, 2021 the outstanding balance was $50.0 million.
Repurchase Agreements - Real Estate Securities
8 unchanged sentences
Wells Fargo Securities, LLC — — — N/A N/A
−Removed: Goldman Sachs International 22,440 455 30,794 1.68 % 16
+Added: Goldman Sachs International — 37 — N/A N/A
Barclays Capital Inc.
2 unchanged sentences
Citigroup Global Markets, Inc.
−Removed: 53,788 2,532 71,723 1.70 % 29
+Added: — 81 — N/A N/A
Total/Weighted Average $ 34,311 $ 905 $ 43,218 1.17 % 12
1 unchanged sentence
JP Morgan Securities LLC $ 33,791 $ 1,668 $ 43,612 1.75 % 31
−Removed: Wells Fargo Securities, LLC 178,304 1,199 209,873 2.94 % 11
+Added: Wells Fargo Securities, LLC — 1,057 — N/A N/A
+Added: Goldman Sachs International 22,440 455 30,794 1.68 % 16
Barclays Capital Inc.
76,809 2,102 97,244 1.71 % 33
+Added: Credit Suisse AG — 905 — N/A N/A
Citigroup Global Markets, Inc.
3 unchanged sentences
(1) Includes $43.2 million and $72.2 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, 2021 and December 31, 2020, respectively.
−Removed: The following tables summarize our Repurchase Agreements, Commercial Mortgage Loans and our MRAs for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 respectively:
+Added: Repurchase Agreements - Real Estate Securities Classified As Trading
+Added: As a result of the Capstead merger which closed on October 19, 2021, the Company acquired a significant portfolio of residential adjustable-rate mortgage pass-through securities issued and guaranteed by government-sponsored enterprises or by an agency of the federal government which the Company accounts for as real estate securities classified as trading.
+Added: The Company pledges its real estate securities classified as trading as collateral for repurchase agreements with commercial banks and other financial institutions.
+Added: Repurchase arrangements entered into by the Company involve the sale and a simultaneous agreement to repurchase the transferred assets at a future date and are accounted for as financings.
+Added: The Company maintains the beneficial interest in the specific securities pledged during the term of each repurchase arrangement and receives the related principal and interest payments.
+Added: The terms and conditions of repurchase agreements are negotiated on a transaction-by-transaction basis when each such agreement is initiated or renewed.
+Added: The amount borrowed is generally equal to the fair value of the securities pledged, as determined by the lending counterparty, less an agreed-upon discount, referred to as a “haircut.” Interest rates are generally fixed based on prevailing rates corresponding to the terms of the borrowings.
+Added: Interest may be paid monthly or at the termination of an agreement at which time the Company may enter into a new agreement at prevailing haircuts and rates with the same lending counterparty or repay that counterparty and negotiate financing with a different lending counterparty.
+Added: None of the Company’s lending counterparties are obligated to renew or otherwise enter into new agreements at the conclusion of existing agreements.
+Added: In response to declines in fair value of pledged securities due to changes in market conditions or the publishing of monthly security pay-down factors, lending counterparties typically require the Company to post additional securities as collateral, pay down borrowings or fund cash margin accounts with the counterparties in order to re-establish the agreed-upon collateral requirements.
+Added: These actions are referred to as margin calls.
+Added: Conversely, in response to increases in fair value of pledged securities, the Company routinely margin calls its lending counterparties in order to have previously pledged collateral returned.
+Added: Repurchase agreements (and related pledged collateral, including accrued interest receivable), classified by collateral type and remaining maturities, and related weighted average borrowing rates as of the indicated dates were as follows (dollars in thousands):
+Added: Collateral Type Collateral
+Added: Amount Accrued
+Added: Receivable Borrowings
+Added: Outstanding Average
+Added: December 31, 2021
+Added: Repurchase arrangements secured by Agency securities with maturities of 30 days or less $ 4,327,020 $ 8,908 $ 4,144,473 0.13 %
+Added: $ 4,327,020 $ 8,908 $ 4,144,473 0.13 %
+Added: December 31, 2020
+Added: Repurchase arrangements secured by Agency securities with maturities of 30 days or less $ — $ — $ — — %
+Added: $ — $ — $ — — %
+Added: As of December 31, 2021, the Company’s repurchase agreements collateralized by RMBS totaled $4.14 billion with 13 counterparties at average rates of 0.13%, before the effects of currently-paying interest rate swap agreements.
+Added: Average repurchase agreements outstanding were $3.97 billion in 2021.
+Added: Average repurchase agreements outstanding differed from respective year-end balances during the indicated periods primarily due to changes in portfolio levels and differences in the timing of portfolio acquisitions relative to portfolio runoff and asset sales.
+Added: Interest paid on repurchase agreements, including related Derivative cash flows, totaled $1.24 million during the twelve months ended December 31, 2021.
+Added: The Company finances its residential mortgage investments primarily by borrowing under repurchase arrangements, the terms and conditions of which are negotiated on a transaction-by-transaction basis, when each such agreement is initiated or renewed.
+Added: Future agreements are dependent upon the willingness of lenders to participate in the financing of mortgage investments, lender collateral requirements and the lenders’ determination of the fair value of the investments pledged as collateral, which fluctuates with changes in interest rates and liquidity conditions within the commercial banking and mortgage finance industries.
+Added: None of our repurchase agreement counterparties are obligated to renew or otherwise enter into new agreements at the conclusion of existing borrowings.
+Added: Repurchase agreements averaged $3.97 billion during 2021 and ended the year at $4.14 billion, all maturing within 90 days.
+Added: Average repurchase agreements can differ from period-end balances for a number of reasons including portfolio growth or contraction, as well as differences in the timing of portfolio acquisitions relative to portfolio runoff.
+Added: To help mitigate exposure to rising short-term interest rates, we economically hedge the portfolio of repurchase agreements using derivatives supplemented with longer-maturity repurchase agreements when available at attractive rates and terms.
+Added: At year-end, we held $3.6 billion notional amount of portfolio financing-related interest rate swap agreements with contract expirations occurring at various dates through the Second quarter 2024 and a weighted average expiration of 18 months.
+Added: At December 31, 2021, we expect to have no net cash obligations related to repurchase agreement-related interest rate swap agreements after considering the variable-rate payments owed to us under the agreements’ terms based on market interest rate expectations as of year-end.
+Added: Repurchase Agreements
+Added: The following tables summarize our Repurchase Agreements, Commercial Mortgage Loans, Trading Securities and our MRAs for the years ended December 31, 2021, December 31, 2020 and December 31, 2019 respectively:
As of December 31, 2021
3 unchanged sentences
Repurchase Agreements, Real Estate Securities $ 88,272 $ 46,510 $ 46,531 $ 34,311 $ 123,322 $ 57,301 $ 46,527 $ 37,735
+Added: Repurchase Agreements, Real Estate Securities Classified As Trading $ — $ — $ — $ 4,144,473 $ — $ — $ — $ 4,266,556
As of December 31, 2020
8 unchanged sentences
Repurchase Agreements, Real Estate Securities $ 22,078 $ 85,022 $ 244,308 $ 394,359 $ 52,711 $ 84,179 $ 181,198 $ 324,545
−Removed: The use of our warehouse lines is dependent upon a number of factors including but not limited to:
+Added: The use of our repurchase facilities is dependent upon a number of factors including but not limited to:
origination volume, loan repayments and prepayments, our use of other financing sources such as collateralized loan obligations, our liquidity needs and types of loan assets and underlying collateral that we hold.
−Removed: During the twelve months ended December 31, 2020 the maximum average outstanding balance was $721.0 million, of which $268.2 million was related to repurchase agreements on our commercial mortgage loans and $452.8 million for repurchase agreements on our real estate securities.
−Removed: During the twelve months ended December 31, 2019, the maximum average outstanding balance was $612.0 million, at the end of November 30, 2019, of which $266.6 million was related to repurchase agreements on our commercial mortgage loans and $345.4 million for repurchase agreements on our real estate securities.
−Removed: During the twelve months ended December 31, 2018, the maximum average outstanding balance was $560.6 million, at the end of September 30, 2018, of which $534.8 million was related to repurchase agreements on our commercial mortgage loans and $25.8 million for repurchase agreements on our real estate securities.
−Removed: Private Placements
−Removed: Since February 2018, we have been conducting offerings of our common stock, Series A Preferred Stock, and Series C Preferred Stock in offerings exempt from the registration requirements of the Securities Act.
−Removed: The following table summarizes the issuance of common stock in these offerings (dollars in thousands, except share amounts):
−Removed: Shares Issued Proceeds
−Removed: Balance, December 31, 2019 12,136,262 $ 201,225
−Removed: January 2020 284,983 4,762
−Removed: February 2020 365,051 6,100
−Removed: March 2020 — —
−Removed: April 2020 — —
−Removed: June 2020 — —
−Removed: July 2020 — —
−Removed: August 2020 — —
−Removed: September 2020 — —
−Removed: October 2020 — —
−Removed: November 2020 — —
−Removed: December 2020 — —
−Removed: Balance, December 31, 2020 12,786,296 $ 212,087
−Removed: As of December 31, 2020, we had no outstanding binding purchase commitments for common stock.
−Removed: The following table summarizes the issuance of Series A Preferred Stock in these offerings (dollars in thousands, except share amounts):
−Removed: Shares Issued Proceeds
−Removed: Balance, December 31, 2019 40,496 $ 202,549
−Removed: January 2020 — —
−Removed: February 2020 14 70
−Removed: March 2020 — —
−Removed: April 2020 — —
−Removed: June 2020 — —
−Removed: July 2020 — —
−Removed: August 2020 — —
−Removed: September 2020 — —
−Removed: October 2020 — —
−Removed: November 2020 — —
−Removed: December 2020 — —
−Removed: Balance, December 31, 2020 40,510 $ 202,619
−Removed: As of December 31, 2020, we had no outstanding binding purchase commitments for Series A Preferred Stock.
−Removed: There were no issuances of Series C Preferred Stock during the year ended December 31, 2020.
−Removed: As of December 31, 2020, we had no outstanding binding purchase commitments for Series C Preferred Stock.
−Removed: 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):
−Removed: Series A Preferred Stock Shares Amount
−Removed: Beginning Balance, December 31, 2019 40,500 $ 202,144
−Removed: Issuance of Preferred Stock 14 70
−Removed: Dividends paid in Preferred Stock 1 7
−Removed: Offering costs — (23)
−Removed: Amortization of offering costs — 94
−Removed: Ending Balance, December 31, 2020 40,515 $ 202,292
−Removed: Series A Preferred Stock Shares Amount
−Removed: Beginning Balance, December 31, 2018 29,249 $ 145,786
−Removed: Issuance of Preferred Stock 11,247 56,233
−Removed: Dividends paid in Preferred Stock 4 24
−Removed: Offering costs — —
−Removed: Amortization of offering costs — 101
−Removed: Ending Balance, December 31, 2019 40,500 $ 202,144
−Removed: The following table presents the activity in the Company's Series C Preferred Stock for the period ended December 31, 2020 and December 31, 2019, (dollars in thousands, except share amounts):
−Removed: Preferred C Stock Shares Amount
−Removed: Beginning Balance, December 31, 2019 1,400 $ 6,966
−Removed: Issuance of Preferred Stock — —
−Removed: Dividends paid in Preferred Stock — —
−Removed: Offering costs (11)
−Removed: Amortization of offering costs — 7
−Removed: Ending Balance, December 31, 2020 1,400 $ 6,962
−Removed: Series C Preferred Stock Shares Amount
−Removed: Beginning Balance, December 31, 2018 — $ —
−Removed: Issuance of Preferred Stock 1,400 6,998
−Removed: Dividends paid in Preferred Stock — —
−Removed: Offering costs — (33)
−Removed: Amortization of offering costs — 1
−Removed: Ending Balance, December 31, 2019 1,400 $ 6,966
−Removed: Distributions
−Removed: 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.
−Removed: The Company must distribute 100% of its taxable income (including net capital gains) to avoid paying corporate U.S.
−Removed: federal income taxes.
−Removed: Distributions on our common stock are payable when authorized and declared by our board of directors.
−Removed: Distribution payments are dependent on the availability of funds.
−Removed: Our board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore, distributions payments are not assured.
−Removed: Dividends payable on each share of Series A and Series C Preferred Stock are generally equal to the quarterly dividend that would have been paid had such share of Preferred Stock been converted to a share of common stock, except to the extent common stock dividends have been reduced below certain specified levels.
−Removed: To the extent dividends on Preferred Shares are not authorized and declared by our board of directors and paid by the Company monthly, the dividend amounts will accrue.
−Removed: 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 accrual and payment basis.
−Removed: Similarly, the Company began paying accrued and unpaid dividends on Preferred Stock on a quarterly basis.
−Removed: In November 2020, the Company’s board of directors declared the following fourth quarter 2020 dividends:
−Removed: (i) a quarterly cash dividend of $0.275 per common share (equivalent to $1.10 per annum) which was paid in January 2021 to holders of record on December 31, 2020, and (ii) a quarterly cash dividend per share of Preferred Stock equivalent to the amount of distributions that would have been paid upon a conversion of such share of Preferred Stock into common stock, which was paid in January 2021 to holders of record on December 31, 2020.
−Removed: The below table shows the distributions paid on shares outstanding of common stock, as well as the amount of shares of common stock issued upon reinvestment of distributions by stockholders under our DRIP during the years ended December 31, 2020 and 2019 (dollars in thousands):
−Removed: Year Ended December 31, 2020
−Removed: Payment Date Amount Paid in Cash Amount Issued under DRIP
−Removed: January 2, 2020 $ 4,154 $ 1,211
−Removed: February 5, 2020 4,177 1,210
−Removed: March 2, 2020 3,919 1,130
−Removed: April 1, 2020 5,413 —
−Removed: May 1, 2020 — —
−Removed: June 1, 2020 — —
−Removed: July 1, 2020 9,463 2,679
−Removed: August 1, 2020 — —
−Removed: September 1, 2020 — —
−Removed: October 1, 2020 9,540 2,653
−Removed: November 1, 2020 — —
−Removed: December 23, 2020 (1)
−Removed: Total $ 36,798 $ 8,883
−Removed: _____________________
−Removed: (1) Payment relates to second quarter dividend distributions which were recalculated as a result of the transition from a monthly payment with daily accruals to a quarterly payment and accrual basis.
−Removed: Year Ended December 31, 2019
−Removed: Payment Date Amount Paid in Cash Amount Issued under DRIP
−Removed: January 4, 2019 $ 3,576 $ 1,171
−Removed: February 1, 2019 3,657 1,168
−Removed: March 1, 2019 3,333 1,053
−Removed: April 1, 2019 3,749 1,167
−Removed: May 1, 2019 3,678 1,143
−Removed: June 3, 2019 3,870 1,182
−Removed: July 1, 2019 3,796 1,141
−Removed: August 2, 2019 4,033 1,181
−Removed: September 3, 2019 4,051 1,182
−Removed: October 1, 2019 3,951 1,138
−Removed: November 1, 2019 4,093 1,194
−Removed: December 2, 2019 3,976 1,181
−Removed: Total $ 45,763 $ 13,901
−Removed: The following table shows the sources for the payment of distributions to common stockholders for the periods presented (dollars in thousands):
−Removed: Year Ended December 31,
−Removed: Distributions:
−Removed: Cash distributions paid $ 36,798 $ 45,763
−Removed: Distributions reinvested 8,883 13,901
−Removed: Total Distributions $ 45,681 $ 59,664
−Removed: Source of Distribution Coverage:
−Removed: Net Income $ 36,798 80.6 % $ 45,763 76.7 %
−Removed: Common stock issued under DRIP 8,883 19.4 % 13,901 23.3 %
−Removed: Total Sources of Distributions $ 45,681 100.0 % $ 59,664 100.0 %
−Removed: Net Income applicable to common stock (GAAP) $ 39,826 $ 66,914
+Added: During the twelve months ended December 31, 2021 the maximum monthly average outstanding balance was $5.84 billion , of which $0.68 billion was related to repurchase agreements on our commercial mortgage loans and $0.04 billion for repurchase agreements on our real estate securities and $5.12 billion for repurchase agreements on our real estate securities held for trading.
+Added: During the twelve months ended December 31, 2020 the maximum monthly average outstanding balance was $721.0 million, of which $268.2 million was related to repurchase agreements on our commercial mortgage loans and $452.8 million for repurchase agreements on our real estate securities.
+Added: During the twelve months ended December 31, 2019, the maximum monthly average outstanding balance was $612.0 million, at the end of November 30, 2019, of which $266.6 million was related to repurchase agreements on our commercial mortgage loans and $345.4 million for repurchase agreements on our real estate securities.
Cash Flows for the Year Ended December 31, 2021
Net cash provided by operating activities for the year ended December 31, 2021 was $146.5 million.
+Added: Cash inflows were primarily driven by net income of $25.7 million, net proceeds of $33.4 million related to originations and sales of commercial mortgage loans, measured at fair value and a non-cash adjustment of $34.8 million related to trading losses on real estate securities.
+Added: Net cash provided by investing activities for the year ended December 31, 2021 was $1,068.7 million.
+Added: Cash inflows were primarily driven by proceeds from principal repayments of $1,225.6 million received on commercial mortgage loans, held for investment, proceeds received from the sale/repayment of real estate securities of $2,059.4 million, $541.3 million received from principal collateral on mortgage investments and cash acquired of $174.1 million related to the merger with Capstead.
+Added: Inflows were partially offset by the origination and acquisition of $2,881.9 million of commercial mortgage loans.
+Added: Net cash used in financing activities for the year ended December 31, 2021 was $1,139.2 million.
+Added: Cash outflows were primarily driven by net payment on CMBS repurchase agreements of $2,429.3 million, $68.0 million in cash distributions to stockholders and $11.4 million of stock repurchases.
+Added: Outflows were offset by $6.5 million of proceeds received from borrowing on other financing and loan participation for commercial mortgage loans, $23.9 million from borrowing on mortgage note payable and net proceeds of $743.3 million and $540.3 million received from repurchase agreements on commercial mortgage loans and CLOs, respectively.
+Added: Cash Flows for the Year Ended December 31, 2020
+Added: Net cash provided by operating activities for the year ended December 31, 2020 was $115.3 million.
Cash inflows were primarily driven by net income of $54.7 million and net proceeds of $44.7 million related to originations of and proceeds from sales of commercial mortgage loans, measured at fair value.
5 unchanged sentences
Outflows were offset by $31.4 million of proceeds received from borrowing on other financing and loan participation for commercial mortgage loans, $11.7 million from borrowing on mortgage note payable and net proceeds of $23.8 million received from repurchase agreements on commercial mortgage loans.
−Removed: Cash Flows for the Year Ended December 31, 2019
−Removed: Net cash provided by operating activities for the year ended December 31, 2019 was $45.4 million.
−Removed: Cash inflows were primarily driven by an increase in net income to $83.9 million, offset by net cash outflows of $45.5 million related to originations of and proceeds from sales of commercial mortgage loans, measured at fair value.
−Removed: Net cash used in investing activities for the year ended December 31, 2019 was $969.2 million.
−Removed: Cash outflows were primarily driven by the origination and acquisition of $1,321.6 million of commercial mortgage loans and $369.9 million of CMBS.
−Removed: Outflows were offset by proceeds from principal repayments of $756.1 million received on commercial mortgage loans, held for investment and proceeds from sale of commercial mortgage loans, held-for-sale of $0.0 million.
−Removed: Net cash provided by financing activities for the year ended December 31, 2019 was $828.6 million.
−Removed: Cash inflows were primarily driven by:
−Removed: proceeds of $639.9 million from issuance of one CLO, BSPRT 2019-FL5;
−Removed: proceeds from net borrowing on the Repo Facilities of $103.1 million;
−Removed: proceeds from net borrowing on our CMBS MRAs of $349.8 million.
−Removed: Inflows were partially offset by the payment of $60.6 million in cash distributions to stockholders, $13.8 million of stock repurchases and repayments on CLOs of $343.2 million.
Election as a REIT
14 unchanged sentences
Mortgage Note Payable — — — 23,998 23,998
+Added: Unsecured debt — — — 150,000 150,000
+Added: Other financing and loan participation - commercial mortgage loans — 37,903 — — 37,903
Total $ 4,806,052 $ 187,627 $ 700,713 $ 2,353,512 $ 8,047,904
2 unchanged sentences
(2) Excludes $320.6 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, 2021.
+Added: In addition to its cash requirements, the Company pays a quarterly dividend and has an existing share repurchase authorization.
+Added: As of December 31, 2021, the Company’s quarterly cash dividend was $0.355 per share of common stock (which was paid on an as-converted basis on the Company’s shares of Series C convertible preferred stock ("Series C Preferred Stock"), Series D convertible preferred stock ("Series D Preferred Stock") and Series F convertible preferred stock ("Series F Preferred Stock")), and $0.46875 per share on the Company’s shares of 7.50% Series E Cumulative Redeemable Preferred Stock ("Series E Preferred Stock").
+Added: The payment of future dividends is subject to declaration by the Board of Directors.
+Added: The Company’s Board of Directors also has authorized a $65.0 million share repurchase program, that will be operative following the conclusion of the $35.0 million open market share purchase program the Advisor agreed to implement in connection with the Company’s merger with Capstead.
+Added: The authorization does not obligate the Company to acquire any specific number of shares.
Related Party Arrangements
1 unchanged sentence
Amended Advisory Agreement
−Removed: On January 19, 2018, the Company entered into an amendment and restatement of the Advisory Agreement.
−Removed: The amended Advisory Agreement amends and restates the Advisory Agreement, dated as of September 29, 2016, by and among the Company, the Operating Partnership and the Advisor.
+Added: Refer to “Note 11 - Related Party Transactions and Arrangements” for a summary of the Company’s Advisory Agreement with the Advisor and amounts paid to the Advisor pursuant to the Advisory Agreement for the years ended December 31, 2021 and December 31, 2020.
The Nominating and Corporate Governance Committee (the “Committee”) of the Company's board of directors, which consists solely of the Company’s independent directors, negotiated, approved and recommended that the board of directors approve, the amended Advisory Agreement.
15 unchanged sentences
Refer to Note 9 - Stock Transactions for a description of the Company’s private placements.
−Removed: Officers of the Company and other employees of the Advisor and its affiliates (“Manager Investors”), as well as members of the Company's board of directors, have acquired common stock and Series A and Series C Convertible Preferred Stock in these private placements on substantially the same terms applying to purchases by third party accredited investors unaffiliated with the Company or the Advisor.
−Removed: The Manager Investors have agreed with the Advisor not to sell or otherwise transfer the securities purchased in the private placement without the consent of the Advisor, prior to 180 days after a listing of the Company’s common stock on a national securities exchange.
−Removed: In addition, the Manager Investors will not be eligible to participate in the SRP for at least three years.
+Added: Officers of the Company and other employees of the Advisor and its affiliates (“Manager Investors”), as well as members of the Company's board of directors, have acquired common stock and Series A Convertible Preferred Stock (“Series A Preferred Stock”) in these private placements on substantially the same terms applying to purchases by third party accredited investors unaffiliated with the Company or the Advisor.
+Added: On October 19, 2021, each share of Series A Preferred Stock converted into 299.2 shares of common stock, pursuant to the terms of the Articles Supplementary for the Series A Preferred Stock, and no shares of Series A Preferred Stock were outstanding as of December 31, 2021.
+Added: The Manager Investors have agreed with the Advisor not to sell or otherwise transfer the securities purchased in the private placement without the consent of the Advisor, prior to 180 days after the listing of the Company’s common stock on the NYSE.
The board of directors and the Nominating and Corporate Governance Committee of the board of directors each reviewed and unanimously approved the Company’s issuance of shares to the Manager Investors and the terms of the offering.
−Removed: Loan Acquisitions
−Removed: On February 22, 2018, the Company purchased commercial mortgage loans from an entity that is an affiliate of the Company's Advisor, for an aggregate purchase price of $27.8 million.
−Removed: The purchase of the commercial mortgage loans and the $27.8 million purchase price were approved by the independent directors of the Company’s board of directors.
−Removed: On April 18, 2018, the Company sold $23.3 million of these commercial mortgage loans into a CMBS securitization.
−Removed: 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.
Lending Agreement with Stockholder
1 unchanged sentence
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.
−Removed: SBL also holds 14,950 of the Company’s outstanding shares of Series A Preferred Stock.
−Removed: The Company incurred $0.2 million interest expense on the lending agreement with SBL for the year ended December 31, 2020.
−Removed: As of December 31, 2020 there was no outstanding balance under the lending agreement.
+Added: The Company incurred $2.0 million and $0.2 million of interest expense on the lending agreement with SBL for the years ended December 31, 2021 and 2020, respectively.
+Added: As of December 31, 2021 there was a $50.0 million outstanding balance under the lending agreement.
+Added: SBL also holds 17,950 of the Company’s outstanding shares of Series D Preferred Stock.
+Added: SBL acquired these shares in March 2021:
+Added: 14,950 shares were acquired in exchange for an equivalent number of shares of Series A Preferred Stock and 3,000 shares of Series D Preferred Stock were purchased at the liquidation preference of $15.0 million (net of accrued and unpaid dividends on the exchanged Series A Preferred Stock) in the same transaction.
+Added: In August 2021 the Company and an investment fund managed by the Advisor entered into a joint venture agreement and formed a joint venture entity, Jeffersonville Member, LLC (the "Jeffersonville JV") to acquire a $139.5 million triple net lease property in Jeffersonville, GA.
+Added: The Company has a 79% interest in the Jeffersonville JV, while the affiliated fund has a 21% interest.
+Added: The Company invested a total of $109.8 million, made up of $88.7 million in debt and $21.1 million in equity, representing 79% of the ownership interest in the Jeffersonville JV.
+Added: The affiliated fund made up the remaining $29.8 million composed of a $24.0 million mortgage note payable and $5.7 million in equity.
+Added: The Company has control of Jeffersonville JV with 79% ownership and, therefore, consolidates Jeffersonville JV on its consolidated balance sheet.
+Added: The Company's $88.7 million mortgage note payable to Jeffersonville JV is eliminated in consolidation (see Note 7 - Debt).
The table below shows the costs incurred due to arrangements with our Advisor and its affiliates during the years ended December 31, 2021, 2020 and 2019 and the associated amounts payable as of December 31, 2021 and 2020 (dollars in thousands).
12 unchanged sentences
(2) These are related to reimbursable costs incurred for the increase in loan origination activities and are included in Other expenses in the Company's consolidated statements of operations.
−Removed: (3) The related party payable includes $1.8 million of payments made by the Advisor to third party vendors on behalf of the Company.
+Added: (3) The related party payable includes $1.9 million and $1.8 million, respectively, of payments made by the Advisor to third party vendors on behalf of the Company.
The amounts payable as of December 31, 2021 and 2020 in the table above are included in Due to affiliates on the Company's consolidated balance sheets.
2 unchanged sentences
Non-GAAP Financial Measures
−Removed: Funds from Operations and Modified Funds from Operations
−Removed: Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts ("NAREIT") and the Investment Program Association ("IPA") industry trade groups, have each promulgated measures respectively known as funds from operations ("FFO") and modified funds from operations ("MFFO"), which we believe to be appropriate supplemental measures to reflect the operating performance of a REIT.
−Removed: The use of FFO and MFFO is recommended by the REIT industry as supplemental performance measures.
−Removed: However, FFO and MFFO are not substitutes to GAAP net income or loss.
−Removed: We believe our presentations of FFO and MFFO assist investors in analyzing and comparing our operating and financial performance between reporting periods.
−Removed: In addition, we believe MFFO is a useful financial metric for shareholders as historically, over time, MFFO has been a strong indicator of our distributions per share and is a metric we consider in declaring our distributions.
−Removed: As a REIT, we generally must distribute annually at least 90% of our net taxable income, and distributions are one of the principal reasons shareholders invest in our common stock.
−Removed: We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in F ebruary 2004 (the "White Paper").
−Removed: The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of certain real estate assets, gains or losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, depreciation and amortization related to real estate and after adjustments for unconsolidated partnerships and joint ventures on the same basis.
−Removed: Our business plan is to operate as a mortgage REIT with our portfolio consisting of com mercial mortgage loan investments, investments in real estate securities and real estate owned assets.
−Removed: We define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010 - 01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs:
−Removed: Modified Funds from Operations (the "Practice Guideline") issued by the IPA in November 2010.
−Removed: We define MFFO as FFO further adjusted for the following items, as applicable:
−Removed: acquisition fees;
−Removed: accretion of discounts and amortization of premiums and other loan expenses on debt investments;
−Removed: fair value adjustments on real estate related investments such as commercial real estate securities or derivative investments included in net income;
−Removed: impairments of real estate related investments, gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses from fair value adjustments on real estate securities, including commercial mortgage backed securities and other securities, interest rate swaps and other derivatives not deemed to be hedges and foreign exchanges holdings;
−Removed: unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis.
−Removed: The accretion of discounts and amortization of premiums and other loan expenses on debt investments, gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized.
−Removed: Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such gains and losses in calculating MFFO, as such gains and losses are not reflective of our core operations.
−Removed: Our MFFO calculation excludes impairments of real estate related investments, including loans.
−Removed: We assess the credit quality of our investments and adequacy of credit loss reserves on a quarterly basis, or more frequently as necessary.
−Removed: For loans classified as held for investment, we establish and maintain a general allowance for credit losses inherent in our portfolio at the reporting date and, where appropriate, a specific allowance for credit losses for loans we have determined to be impaired at the reporting date.
−Removed: An individual loan is considered impaired when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan.
−Removed: Real estate securities which have experienced a decline in 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.
−Removed: Credit-related impairment is recognized as an allowance on the consolidated balance sheets with a corresponding adjustment on the consolidated statements of operations.
−Removed: Significant judgment is required in this analysis.
−Removed: We consider the estimated net recoverable value of the loan or security as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the competitive situation of the region where the borrower does business.
−Removed: Fair value is typically estimated based upon discounting the expected future cash flows of the underlying collateral taking into consideration the discount rate, capitalization rate, occupancy, creditworthiness of major tenants and many other factors.
−Removed: This requires significant judgment and because it is based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the balance sheet date.
−Removed: If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the loan, a specific allowance for credit losses is recorded.
−Removed: In the case of real estate securities, all or a portion of a deemed impairment may be recorded.
−Removed: Due to our limited life, any allowance for credit losses or impairment of real estate securities recorded may be difficult to recover.
−Removed: The table below reflects the items deducted or added to net income or loss in our calculation of FFO and MFFO for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 (dollars in thousands):
+Added: Distributable Earnings
+Added: Beginning in the third quarter of 2021 to more appropriately reflect the principal purpose of the measure, "modified funds from operations ("MFFO")" or "funds from operations ("FFO")" was relabeled "Distributable Earnings", a non-GAAP financial measure.
+Added: Distributable Earnings is a non-GAAP measure, which we define as GAAP net income (loss), adjusted for (i) non-cash CLO amortization acceleration and amortization over our expected useful life of our CLOs, (ii) unrealized gains and losses on loans, derivatives and ARMs, including CECL reserves and impairments, (iii) non-cash equity compensation expense, (iv) depreciation and amortization, (v) non-cash incentive fee accruals, (vi) certain other non-cash items, and (vii) impairments of acquisition assets related to the Capstead merger.
+Added: We believe that Distributable Earnings provides meaningful information to consider in addition to our GAAP results.
+Added: We believe Distributable Earnings is a useful financial metric for existing and potential future holders of our common stock as historically, overtime, Distributable Earnings has been an indicator of our dividends per share.
+Added: As a REIT, we generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments, and therefore we believe our dividends are one of the principal reasons stockholders may invest in our common stock.
+Added: Further, Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations and is one of the performance metrics we consider when declaring our dividends.
+Added: Distributable Earnings does not represent net income (loss) and should not be considered as an alternative to GAAP net income (loss).
+Added: Our methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies and thus may not be comparable to the Distributable Earnings reported by other companies.
+Added: The following table provides a reconciliation of GAAP net income to Distributable Earnings for the years ended December 31, 2021, December 31, 2020 and December 31, 2019 (dollars in thousands):
Year Ended December 31,
2021 2020 2019
−Removed: Funds From Operations:
−Removed: Net income $ 54,746 $ 83,924 $ 52,825
−Removed: Impairment losses on real estate owned assets 398 — —
−Removed: Depreciation and amortization 2,233 — —
−Removed: Funds from operations $ 57,377 $ 83,924 $ 52,825
−Removed: Modified Funds From Operations:
−Removed: Funds from operations $ 57,377 $ 83,924 $ 52,825
−Removed: Amortization of premiums, discounts and fees on investments, net (5,999) (6,144) (4,572)
−Removed: Acquisition fees and acquisition expenses 696 900 452
+Added: GAAP Net Income:
+Added: $ 25,702 $ 54,746 $ 83,924
+Added: CLO amortization acceleration (1)
+Added: 250 264 (2,881)
Unrealized (gain)/loss on financial instruments (2)
−Removed: Provision/(benefit) for credit losses 13,296 3,007 3,370
−Removed: Modified funds from operations (1)
(1,049) 1,102 (2,081)
+Added: Unrealized gain/(loss) reversal - ARMs 13,867 — 1,989
+Added: Impairment of acquired assets 88,282 — —
+Added: Incentive fees 9,846 — —
+Added: Depreciation and amortization 2,107 2,234 507
+Added: Increase/(decrease) in provision for credit losses (5,192) 13,296 —
+Added: Impairment losses on real estate owned assets — 398 —
+Added: Distributable earnings $ 133,813 $ 72,040 $ 81,458
+Added: Average Equity $ 1,146,009 $ 974,184 $ 946,801
+Added: 7.5% Cumulative Redeemable Preferred Stock, Series E Dividend
$ 4,842 $ — $ —
−Removed: (1) Modified funds from operations for the year ended December 31, 2020 includes a non-cash charge of $4.5 million related to the call of BSPRT 2017 - FL2 CLO on January 15, 2020.
−Removed: Excluding the non-cash charge modified funds from operations would be $71.0 million for the year ended December 31, 2020.
−Removed: Modified funds from operations for year ended December 31, 2019 includes a non-cash charge of $4.5 million related to the call of BSPRT 2017 - FL1 CLO on April 15, 2019.
−Removed: Excluding this non-cash charge, modified funds from operations would have been $84.1 million.
−Removed: Modified funds from operations for year ended December 31, 2018 includes a non-cash charge of $6.4 million related to the call of RFT 2015-FL1 CLO on February 15, 2018.
−Removed: Excluding this non-cash charge, modified funds from operations would have been $60.1 million.
+Added: GAAP Common ROE 1.8 % 5.6 % 8.9 %
+Added: Distributable Earnings ROE 11.3 % 7.4 % 8.6 %
+Added: GAAP Net Income Per Share, Fully Converted $ 0.33 $ 0.96 $ 1.59
+Added: Distributable Earnings Per Share, Fully Converted $ 2.02 $ 1.27 $ 1.54
+Added: (1) Adjusted for non-cash CLO amortization acceleration to effectively amortize issuance costs of our CLOs over the expected lifetime of the CLOs.
+Added: We assume our CLOs will be outstanding for four years and amortized the financing costs over four years in our distributable earnings as compared to effective yield methodology in our GAAP earnings.
+Added: (2) Adjusted for unrealized gains and losses on loans and derivatives.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.