UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 13, 2020

 

 

 

BROADMARK REALTY CAPITAL INC.

(Exact name of registrant as specified in its charter)

 

 

Maryland

 

001-39134

 

84-2620891

(State or other jurisdiction of
incorporation) 		(Commission File Number) (IRS Employer
Identification No.)
     

 

1420 Fifth Avenue, Suite 2000

Seattle, WA 98101

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (206) 971-0800

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Securities Act of 1933, as amended:

 

Title of each class   Trading
Symbols 		  Name of each exchange on
which registered
Common stock, par value $0.001 per share   BRMK   New York Stock Exchange
         
Warrants, each exercisable for one fourth (1/4th) share of Common Stock at an exercise price of $2.875 per one fourth (1/4th) share   BRMK WS   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act of 1934, as amended. ¨

 

 

 

 

 

 

Item 8.01. Other Events.

 

On April 13, 2020, the Company issued a press release announcing that its board of directors has declared a common stock dividend of $0.06 per share of common stock payable on May 15, 2020 to stockholders of record as of April 30, 2020.  The press release is attached hereto as Exhibit 99.1.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

 Exhibit

Number

  Description
99.1   Press Release issued April 13, 2020

  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BROADMARK REALTY CAPITAL INC.
   
  By: /s/ David Schneider
    Name: David Schneider
    Title: Chief Financial Officer

 

Date: April 13, 2020

 

 

 

 

Exhibit 99.1

 

 

BROADMARK REALTY CAPITAL DECLARES

MONTHLY DIVIDEND FOR APRIL 2020

 

Seattle, WA – April 13, 2020 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), an internally managed real estate investment trust providing financing for the acquisition, renovation and development of residential and commercial properties, today announced that its Board of Directors has declared a cash dividend of $0.06 per share of common stock for April 2020. The dividend will be payable on May 15, 2020 to shareholders of record as of April 30, 2020.

 

“Given the extraordinary uncertainty surrounding the economic impact of COVID-19, our Board of Directors deemed it prudent to adjust our dividend for the month of April. We remain confident in our broader strategy, including our strong balance sheet, which we believe will support our ability to grow our business over time,” stated David Schneider, Chief Financial Officer.

 

The Company and its Board of Directors will continue to monitor market conditions and determine an appropriate dividend rate to address the Company’s capital needs and preserve value for shareholders.

 

Forward Looking Statements

 

This document contains certain “forward-looking statements” within the meaning of the federal securities laws, including, without limitation, statements concerning our operations, economic performance and financial condition. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the Company’s current views with respect to, among other things, capital resources, portfolio performance and results of operations. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases. Forward-looking statements do not guarantee future performance, which may be materially different from that expressed in, or implied by, any such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their respective dates.

 

These forward-looking statements are based largely on our current beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or within our control, and which could materially affect actual results, performance or achievements. Factors that may cause actual results to vary from our forward-looking statements include, but are not limited to: i) factors described in our prospectus filed with the SEC on December 17, 2019, including those set forth under the captions “Risk Factors” and “Business”; ii) defaults by borrowers in paying debt service on outstanding indebtedness, iii) impairment in the value of real estate property securing our loans; iv) availability of origination and acquisition opportunities acceptable to us; v) potential mismatches in the timing of asset repayments and the maturity of the associated financing agreements; vi) general economic uncertainty and the effect of general economic conditions on the real estate and real estate capital markets in particular; vii) general and local commercial and residential real estate property conditions; viii) changes in federal government policies; ix) changes in federal, state and local governmental laws and regulations that impact our business, assets or classification as a real estate investment trust; x) increased competition from entities engaged in construction lending activities; xi) potential disruptions in our business operations, construction lending activity and the potential impact on the financial condition of our borrowers relating to COVID-19, including as a result of actions that may be taken by governmental authorities to contain or address the COVID-19 outbreak; xii) changes in interest rates; xiii) the availability of, and costs associated with, sources of liquidity; xiv) the ability to qualify as a REIT for U.S. federal income tax purposes and maintain our status as a REIT; xv) the ability to manage future growth; and xvi) changes in personnel and availability of qualified personnel.

 

About Broadmark Realty Capital

Broadmark Realty Capital Inc. (NYSE: BRMK) offers short-term, first deed of trust loans secured by real estate to fund the acquisition, renovation, rehabilitation or development of residential or commercial properties. Broadmark Realty Capital manages and services its loan portfolio across a variety of market conditions and economic cycles.

 

Contact:

Investor Relations

InvestorRelations@broadmark.com

206-623-7782