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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): February 27, 2023
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, Washington |
|
|
|
98101 |
| (Address of Principal Executive Offices) |
|
|
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (206) 971-0800
(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:
| x | 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 Exchange Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.001 par value |
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02. | Results of Operations and Financial Condition. |
On February 27, 2023, Broadmark Realty Capital Inc. (the “Company”)
issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2022. A copy of the press
release is furnished herewith as Exhibit 99.1 and incorporated in this Item 2.02 by reference.
The information in this Item 2.02, including Exhibit 99.1, shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 (as amended, the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such
filing.
| Item 7.01. | Regulation FD Disclosure. |
On February 27, 2023, the Company issued a joint press release announcing
the execution of an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Ready Capital Corporation,
a Maryland corporation (“Ready Capital”), and RCC Merger Sub, LLC, a Delaware limited liability company and a wholly owned
subsidiary of Ready Capital (“Merger Sub”), pursuant to which, subject to the terms and conditions therein, the Company will
be merged with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”). The Company’s
board of directors unanimously approved the Company’s entry into the Merger Agreement. A copy of the joint press release is furnished
herewith as Exhibit 99.2 and is incorporated in this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.2, shall not
be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general
incorporation language in such filing.
Item 7.01 above is incorporated by reference in this Item 8.01.
Additional Information about the Merger
In connection with the proposed merger, Ready Capital expects to file
with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, containing a joint proxy statement/prospectus,
and other documents with respect to the proposed merger. The joint proxy/prospectus will contain important information about the proposed
transaction and related matters. STOCKHOLDERS OF READY CAPITAL AND THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY READY CAPITAL AND
THE COMPANY WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT READY CAPITAL,
THE COMPANY AND THE PROPOSED MERGER.
Stockholders of Ready Capital and the Company
may obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by Ready
Capital or the Company with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by Ready Capital with the SEC are also available free of charge on Ready Capital’s website at www.readycapital.com.
Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at www.broadmark.com.
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Participants in Solicitation Relating to the Merger
Ready Capital, the Company and their respective directors and executive
officers, and certain other affiliates of Ready Capital and the Company may be deemed to be participants in the solicitation of proxies
from the stockholders of Ready Capital and the Company in respect of the proposed merger. Information regarding Ready Capital’s
directors and executive officers can be found in Ready Capital’s definitive proxy statement filed with the SEC on April 29, 2022,
its most recent Annual Report filed on Form 10-K for the fiscal year ended December 31, 2021, and its Current Reports on Form 8-K filed
with the SEC on September 29, 2022, November 18, 2022 and December 1, 2022. Information regarding the Company’s directors and executive
officers can be found in the Company’s definitive proxy statement filed with the SEC on April 28, 2022, its most recent Annual Report
filed on Form 10-K for the fiscal year ended December 31, 2021, and its Current Reports on Form 8-K filed with the SEC on April 25, 2022,
May 4, 2022, October 14, 2022 and November 7, 2022. Additional information regarding the interests of such potential participants will
be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed merger
if and when they become available. These documents are available free of charge on the SEC’s website and from Ready Capital or the
Company, as applicable, using the sources indicated above.
Forward-Looking Statements
This Current Report on Form 8--K contains statements that constitute
“forward-looking statements,” as such term is defined in Section 27A of the Securities Act and Section 21E of the Exchange
Act and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on current expectations
and beliefs of Ready Capital and the Company and are subject to a number of trends and uncertainties that could cause actual results to
differ materially from those described in the forward-looking statements; neither Ready Capital nor the Company can give any assurance
that their expectations will be attained.
Factors that could cause actual results to differ
materially from expectations include, but are not limited to, the risk that the Merger will not be consummated within the expected time
period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
the inability to obtain stockholder approvals relating to the Merger and issuance of shares in connection therewith or the failure to
satisfy the other conditions to completion of the Merger; risks related to disruption of management attention from the ongoing business
operations due to the proposed merger; the effect of the announcement of the proposed merger on the operating results and businesses
generally of Ready Capital and the Company; the outcome of any legal proceedings relating to the Merger; the ability to retain key personnel;
availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates;
the availability and terms of financing; general economic conditions; market conditions; inflationary pressures on the capital markets
and the general economy; conditions in the market for small balance commercial loans and other investments; legislative and regulatory
changes that could adversely affect the businesses of Ready Capital and the Company; risks related to integrating an existing lending
platform into our operations; risks related to the origination and ownership of construction loans and other assets, which are typically
short-term loans that are subject to additional risks as compared to loans secured by existing structures or land; risks related to the
origination and ownership of bridge loans and other assets, which are typically short-term loans that are subject to higher interest
rates, transaction costs and uncertainty on loan repayment; risks relating to any future impact of the COVID-19 pandemic, including the
responses of governments and industries, on the real estate sector; and other factors, including those set forth in the Risk Factors
sections of Ready Capital’s and the Company’s most recent Annual Reports on Form 10- K and other reports filed by Ready Capital
and the Company with the SEC, copies of which are available on the SEC’s website, www.sec.gov. Neither Ready Capital nor
the Company undertakes any obligation to update these statements for revisions or changes after the date of this Current Report on Form
8-K, except as required by law.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Signatures
Pursuant to the requirements of the Exchange Act,
the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| |
BROADMARK REALTY
CAPITAL INC. |
| |
|
|
| Date: February 27, 2023 |
By: |
/s/ Nevin Boparai |
| |
Name: |
Nevin Boparai |
| |
Title: |
Executive Vice President and Chief Legal Officer |
Exhibit 99.1
BROADMARK REALTY
CAPITAL ANNOUNCES FOURTH QUARTER 2022 RESULTS
Seattle, WA
– February 27, 2023 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), an internally managed secured
real estate finance company, today announced operating results for the quarter and year ended December 31, 2022.
Fourth Quarter
2022 Financial Highlights
| |
§ |
Loan portfolio of $1.4 billion, including $49.9 million of new originations and amendments in the quarter, with a weighted average loan to value of 63.0% at origination and weighted average yield of 11.6%. |
| |
§ |
Payoff pace remained stable, with an average monthly run-rate of $39.3 million. |
| |
§ |
Total revenue of $21.1 million for the quarter. |
| |
§ |
GAAP net loss of $153.0 million, or ($1.15) per diluted common share, inclusive of goodwill impairment of $137.0 million or ($1.03) per diluted common share and an increased provision for credit losses of $21.5 million or ($0.16) per diluted common share. The change in the allowance for credit losses was primarily due to heightened market volatility and an increase in loans that are expected to foreclose. |
| |
§ |
Distributable earnings prior to realized loss on investments, of $12.3 million, or $0.09 per diluted common share. Distributable earnings were impacted by increased interest receivable reserves of $3.3 million, or ($0.02) per diluted common share, resulting from interest receivable related to non-accrual loans being deemed not collectible. |
| |
§ |
Repurchased approximately $5.0 million of common stock at an average price of $3.86. |
Full Year 2022 Financial and Loan Portfolio Highlights
| § | Total
revenue of $108.9 million for the full year 2022. |
| § | Net
loss of $116.4 million, or ($0.88) per diluted common share. |
| § | Distributable
earnings prior to realized loss on investments of $68.7 million, or $0.55 per diluted common share. |
| § | New
originations and amendments of $551.1 million. |
| § | Interest income of $83.4 million
and fee income of $22.7 million. |
Loan Default and REO Updates
| § | Total principal outstanding for
loans in default was $250.4 million on 40 loans as of December 31, 2022, with $22.8 million
of construction holdbacks remaining for estimated costs to complete assets in default. |
| § | $30.6 million in payoffs related
to loans in default during the fourth quarter and $57.0 million of loans went into default status in the fourth quarter. |
| § | The Company owned $87.9 million
of foreclosed properties as of December 31, 2022 and realized $7.6 million of impairments for the year. |
| § | In the first quarter of 2023,
the Company acquired four properties via foreclosure or deeds in lieu of foreclosure with a carrying value of $66.4 million, net of current
expected credit losses (“CECL”) reserves of $3.8 million as of December 31, 2022. |
| § | The four properties consisted
of residential lots, townhomes, and luxury apartment collateral. |
| | o | The luxury apartments had an occupancy of 78% as of December 31, 2022. |
Balance Sheet
Activity and Liquidity
At December 31,
2022, the Company had cash and cash equivalents of $55.0 million and a $135.0 million undrawn credit facility, or $190.0 million in total
liquidity, with $452.7 million of unfunded loan commitments on balance sheet, of which $22.8 million relate to capital expenditures on
loans in default which the Company is not contractually obligated to fund.
Dividend
On January 15,
2023, the Company’s Board of Directors declared a cash dividend of $0.035 per common share payable on February 15, 2023 to stockholders
of record as of January 31, 2023, and on February 15, 2023, the Board of Directors declared a cash dividend of $0.035 per common share
payable on March 15, 2023 to stockholders of record as of February 28, 2023.
Additional
Information
The Company has
posted supplemental financial information to provide additional disclosure on its website at www.broadmark.com. These materials can be
found on the Investors section of the website under the “Financials” tab.
Conference
Call and Webcast Information
The Company will
not host a conference call or webcast due to today’s announcement regarding the pending merger with Ready Capital (NYSE: RC).
Forward Looking
Statements
This press release
contains certain “forward-looking statements” within the meaning of the federal securities laws. 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 projected 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. 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 the Company’s current beliefs, assumptions and expectations concerning future developments and
their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that it
has anticipated. Factors that may cause actual results to vary from the Company’s forward-looking statements include, but are not
limited to:
| · | mitigation
of loan default rates and ability to timely resolve loans in contractual default status with
positive economic outcomes; |
| · | the
adequacy of collateral securing the Company's loans and declines in the value of real estate
property securing the Company's loans; |
| · | the
current and future health and stability of the economy and residential housing market; |
| · | availability
of origination and acquisition opportunities acceptable to us; |
| · | increased
competition from entities engaged in construction lending activities; |
| · | potential
mismatches in the timing of asset repayments and the maturity of the associated financing
agreements; |
| · | general
economic uncertainty and the effect of general economic conditions on the real estate and
real estate capital markets in particular; |
| · | general
and local commercial and residential real estate property conditions; |
| · | changes
in U.S. federal government policies; |
| · | changes
in U.S. federal, state and local governmental laws and regulations that impact the Company's
business, assets or classification as a real estate investment trust; |
| · | the
Company's ability to pay, maintain or grow the dividend in the future; |
| · | changes
in interest rates; |
| · | the
availability of, and costs associated with, sources of liquidity; |
| · | compliance
with covenants contained in the Company's debt documents; |
| · | the
adequacy of the Company's policies, procedures and systems for managing risk effectively; |
| · | the
ability to manage future growth; |
| · | changes
in personnel and availability of qualified personnel; and |
| · | other
factors set forth in the Company's periodic filings with the Securities and Exchange Commission. |
Should one or more
of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
The Company uses
its website and social media channels as channels of distribution of Company information. The information that the Company posts through
these channels may be deemed material. Accordingly, the Company encourages investors and others interested in the Company to routinely
monitor these channels, in addition to following the Company’s press releases, Securities and Exchange Commission filings and public
conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you
enroll your email address by visiting the “Email Alerts” section of the Company’s website at https://ir.broadmark.com/investor-resources/investor-email-alerts/default.aspx.
The contents of the Company’s website and social media channels are not, however, incorporated by reference into this press release.
About Broadmark
Realty Capital
Broadmark is a
specialty real estate finance company, providing financing solutions generally in the $2 to $75 million range per transaction. The Company
provides smart, reliable, rapid solutions across the entire debt capital stack, including senior, subordinate, and participation investments
with fixed and floating rate structures available. Broadmark invests in a variety of new construction and existing properties across
all asset classes throughout the United States, including hotel, industrial, medical, mixed-use, office, retail, self-storage, warehouse,
multifamily, senior living, student housing, condos, larger scaled single-family, townhome, and multiplex. It has the competitive advantage
of being an internally managed balance sheet lender, and the Company’s proactive approach delivers dedicated in-house underwriting,
asset management, loan servicing, and draw administration.
Contact:
Investor Relations
InvestorRelations@broadmark.com
206-623-7782
Media Relations
media@broadmark.com
BROADMARK REALTY
CAPITAL INC.
CONSOLIDATED
BALANCE SHEETS
(in thousands,
except share data)
| | |
December 31,
2022 | | |
December 31,
2021 | |
| Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 54,964 | | |
$ | 132,889 | |
| Mortgage notes receivable, net | |
| 881,950 | | |
| 901,350 | |
| Interest and fees receivable, net | |
| 14,775 | | |
| 17,526 | |
| Investment in real property held for sale, net | |
| 24,516 | | |
| 52,531 | |
| Investment in real property held for use, net | |
| 63,382 | | |
| 15,536 | |
| Right-of-use assets | |
| 5,609 | | |
| 6,016 | |
| Goodwill | |
| — | | |
| 136,965 | |
| Other assets | |
| 6,311 | | |
| 8,342 | |
| Total assets | |
$ | 1,051,507 | | |
$ | 1,271,155 | |
| | |
| | | |
| | |
| Liabilities and stockholders' equity | |
| | | |
| | |
| Senior unsecured notes, net | |
$ | 97,789 | | |
$ | 97,223 | |
| Dividends payable | |
| 4,654 | | |
| 9,291 | |
| Accounts payable and accrued liabilities | |
| 13,489 | | |
| 8,180 | |
| Lease liabilities | |
| 7,522 | | |
| 7,993 | |
| Total liabilities | |
| 123,454 | | |
| 122,687 | |
| Commitments and contingencies | |
| | | |
| | |
| Stockholders' equity: | |
| | | |
| | |
| Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding at December 31, 2022 and December 31, 2021 | |
| — | | |
| — | |
| Common stock, $0.001 par value, 500,000,000 shares authorized, 131,645,145 and 132,716,338 issued and outstanding at December 31, 2022 and December 31, 2021, respectively | |
| 131 | | |
| 132 | |
| Additional paid in capital | |
| 1,215,229 | | |
| 1,216,957 | |
| Accumulated deficit | |
| (287,307 | ) | |
| (68,621 | ) |
| Total stockholders' equity | |
| 928,053 | | |
| 1,148,468 | |
| Total liabilities and stockholders' equity | |
$ | 1,051,507 | | |
$ | 1,271,155 | |
BROADMARK REALTY
CAPITAL INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(in thousands,
except share and per share data)
| | |
Three Months Ended | | |
Year Ended | |
| | |
December 31,
2022 | | |
December 31,
2021 | | |
December 31,
2022 | | |
December 31,
2021 | |
| Revenues: | |
| | |
| | |
| | |
| |
| Interest income | |
$ | 16,483 | | |
$ | 23,476 | | |
$ | 83,410 | | |
$ | 89,957 | |
| Fee income | |
| 4,078 | | |
| 7,823 | | |
| 22,668 | | |
| 30,587 | |
| Total interest and fee income | |
| 20,561 | | |
| 31,299 | | |
| 106,078 | | |
| 120,544 | |
| Real property revenue from operations | |
| 510 | | |
| — | | |
| 2,799 | | |
| — | |
| Total revenues | |
$ | 21,071 | | |
$ | 31,299 | | |
$ | 108,877 | | |
$ | 120,544 | |
| | |
| | | |
| | | |
| | | |
| | |
| Expenses: | |
| | | |
| | | |
| | | |
| | |
| Compensation and employee benefits | |
| 3,965 | | |
| 4,177 | | |
| 16,935 | | |
| 15,093 | |
| General and administrative | |
| 3,468 | | |
| 3,197 | | |
| 13,300 | | |
| 11,518 | |
| Real property operating expenses and depreciation | |
| 1,451 | | |
| — | | |
| 6,365 | | |
| 108 | |
| Interest expense | |
| 2,161 | | |
| 1,601 | | |
| 8,638 | | |
| 3,320 | |
| Total expenses | |
$ | 11,045 | | |
$ | 8,975 | | |
$ | 45,238 | | |
$ | 30,039 | |
| | |
| | | |
| | | |
| | | |
| | |
| Impairment: | |
| | | |
| | | |
| | | |
| | |
| Provision for credit losses, net | |
| 21,537 | | |
| 806 | | |
| 38,266 | | |
| 6,179 | |
| Goodwill impairment | |
| 136,965 | | |
| — | | |
| 136,965 | | |
| — | |
| Total impairment | |
$ | 158,502 | | |
$ | 806 | | |
$ | 175,231 | | |
$ | 6,179 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other (expense) income: | |
| | | |
| | | |
| | | |
| | |
| Change in fair value of warrant liabilities | |
| 1,220 | | |
| 652 | | |
| 1,813 | | |
| (1,838 | ) |
| Gain on sale of real property | |
| — | | |
| — | | |
| 984 | | |
| — | |
| Impairment on real property | |
| (5,765 | ) | |
| — | | |
| (7,596 | ) | |
| — | |
| Total other (expense) income | |
$ | (4,545 | ) | |
$ | 652 | | |
$ | (4,799 | ) | |
$ | (1,838 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income (loss) before provision for income taxes | |
| (153,021 | ) | |
| 22,170 | | |
| (116,391 | ) | |
| 82,488 | |
| Income tax provision | |
| — | | |
| — | | |
| — | | |
| — | |
| Net income (loss) | |
$ | (153,021 | ) | |
$ | 22,170 | | |
$ | (116,391 | ) | |
$ | 82,488 | |
| Earnings per common share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (1.15 | ) | |
$ | 0.17 | | |
$ | (0.88 | ) | |
$ | 0.62 | |
| Diluted | |
$ | (1.15 | ) | |
$ | 0.17 | | |
$ | (0.88 | ) | |
$ | 0.62 | |
| Weighted-average shares of common stock outstanding, basic and diluted: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 132,625,008 | | |
| 132,698,177 | | |
| 132,841,196 | | |
| 132,579,289 | |
| Diluted | |
| 132,625,008 | | |
| 132,784,274 | | |
| 132,841,196 | | |
| 132,666,502 | |
BROADMARK REALTY
CAPITAL INC.
RECONCILIATION
OF NET INCOME TO DISTRIBUTABLE EARNINGS
(in thousands,
except for per share amounts)
Definition of Distributable Earnings
The Company has elected to present “distributable
earnings” and “distributable earnings prior to realized loss on investments”, supplemental non-GAAP financial measures
used by management to evaluate the Company’s operating performance. The Company defines distributable earnings as net income attributable
to common stockholders adjusted for: (i) impairment recorded on the Company’s loans, investments in real property and goodwill;
(ii) unrealized gains or losses on the Company’s investments (including provision for credit losses) and warrant liabilities; (iii)
new public company transition expenses; (iv) non-capitalized transaction-related and other one-time expenses; (v) non-cash stock-based
compensation; (vi) depreciation and amortization including amortization of the Company’s intangible assets; and (vii) deferred
taxes, which are subject to variability and generally not indicative of future economic performance or representative of current operations.
During the years ended December 31,
2022 and 2021, provision for credit losses, net was $38.3 and $6.2 million, respectively, which has been excluded from distributable
earnings consistent with other unrealized gains (losses) pursuant to the Company’s policy for reporting distributable earnings.
The Company expects to recognize such potential credit losses in distributable earnings if and when such amounts are deemed nonrecoverable
upon a realization event. This is generally upon charge-off of principal at the time of loan repayment or upon sale of real property
owned by the Company and the amount of proceeds is less than the principal outstanding at the time of foreclosure.
Management believes that the adjustments
to compute “distributable earnings” specified above allow investors and analysts to readily identify and track the operating
performance of the Company’s assets, assist in comparing the operating results between periods, and enable investors to evaluate
the Company’s current performance using the same measure that management uses to operate the business. Distributable earnings excludes
certain recurring items, such as unrealized gains and losses (including provision for credit losses) and non-capitalized transaction-related
expenses, because they are not considered by management to be part of the Company’s primary operations for the reasons described
herein. However, management has elected to also present distributable earnings prior to realized loss on investments because it believes
the Company’s investors use such measure to evaluate and compare the performance of the Company and its peers. As such, distributable
earnings and distributable earnings prior to realized loss on investments are not intended to reflect all of the Company’s activity
and should be considered as only one of the factors used by management in assessing the Company’s performance, along with GAAP
net income which is inclusive of all of the Company’s activities.
As a REIT, the Company is required to
distribute annually to its stockholders at least 90% of its "REIT taxable income" (determined without regard to the dividends-paid
deduction and excluding net capital gains) and to pay tax at regular corporate rates to the extent that it annually distributes less
than 100% of such taxable income. Given these requirements and its belief that dividends are generally one of the principal reasons that
stockholders invest in its common stock, the Company generally intends to attempt to pay dividends to its stockholders in an amount equal
to its net taxable income, if and to the extent authorized by the Company’s board of directors. Distributable earnings and distributable
earnings prior to realized loss on investments are one of many factors considered by the Company’s board of directors in declaring
dividends and, while not direct measures of taxable income, over time, the measures can be considered useful indicators of the Company’s
dividends.
Distributable earnings and distributable
earnings prior to realized loss on investments do not represent, and should not be considered as a substitute for, or superior to, net
income or as a substitute for, or superior to, cash flows from operating activities, each as determined in accordance with GAAP, and
the Company’s calculation of these measures may not be comparable to similarly entitled measures reported by other companies.
The table below is a reconciliation
of distributable earnings to the most directly comparable GAAP financial measure:
| | |
Three Months Ended | | |
Year Ended | |
| (dollars in thousands, except share and per share data) | |
December 31,
2022 | | |
December 31,
2021 | | |
December 31,
2022 | | |
December 31,
2021 | |
| Net (loss) income attributable to common stockholders | |
$ | (153,021 | ) | |
$ | 22,170 | | |
$ | (116,391 | ) | |
$ | 82,488 | |
| Adjustments for non-distributable earnings: | |
| | | |
| | | |
| | | |
| | |
| Stock-based compensation expense | |
| 516 | | |
| 903 | | |
| 3,779 | | |
| 3,455 | |
| New public company expenses(1) | |
| — | | |
| — | | |
| — | | |
| 953 | |
| Non-capitalized transaction and other transition expenses(2) | |
| 1,163 | | |
| 498 | | |
| 3,229 | | |
| 987 | |
| Change in fair value of warrant liabilities | |
| (1,220 | ) | |
| (652 | ) | |
| (1,813 | ) | |
| 1,838 | |
| Depreciation and amortization | |
| 562 | | |
| 164 | | |
| 1,314 | | |
| 741 | |
| Impairment on real property | |
| 5,765 | | |
| — | | |
| 7,596 | | |
| — | |
| Provision for credit losses, net | |
| 21,537 | | |
| 806 | | |
| 38,266 | | |
| 6,179 | |
| Goodwill impairment | |
| 136,965 | | |
| — | | |
| 136,965 | | |
| — | |
Distributable earnings prior to realized loss
on investments: | |
$ | 12,267 | | |
$ | 23,889 | | |
$ | 72,945 | | |
$ | 96,641 | |
| Realized credit losses(3) | |
| — | | |
| (576 | ) | |
| (4,207 | ) | |
| (2,672 | ) |
| Distributable earnings: | |
$ | 12,267 | | |
$ | 23,313 | | |
$ | 68,738 | | |
$ | 93,969 | |
| Distributable earnings per diluted share of common stock prior to realized loss on investments | |
$ | 0.09 | | |
$ | 0.18 | | |
$ | 0.55 | | |
$ | 0.73 | |
| Distributable earnings per diluted share of common stock | |
$ | 0.09 | | |
$ | 0.18 | | |
$ | 0.52 | | |
$ | 0.71 | |
Weighted-average number of shares of common stock
outstanding, basic and diluted | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 132,625,008 | | |
| 132,698,177 | | |
| 132,841,196 | | |
| 132,579,289 | |
| Diluted | |
| 132,625,008 | | |
| 132,784,274 | | |
| 132,841,196 | | |
| 132,666,502 | |
| (1) | Expenses directly related to professional
fees in connection with our new public company reporting procedures, the design and implementation
of internal controls under Section 404 of the Sarbanes-Oxley Act and the implementation of
the CECL standard. |
| (2) | Includes other expenses primarily related
to the various costs associated with management succession, including executive search and
severance costs, as well as certain unusual repair and legal expenses incurred on held-for-sale
real properties no longer under construction. |
| (3) | Represents credit losses recorded in the
provision for credit losses and recognized in distributable earnings upon charge-off of principal
at the time of loan repayment or upon sale of real property where proceeds received are less
than the principal outstanding. |
Exhibit 99.2
READY CAPITAL
AND BROADMARK REALTY CAPITAL ANNOUNCE DEFINITIVE
MERGER AGREEMENT
−
Transaction will create the 4th largest commercial mortgage REIT with a capital base of $2.8
billion –
−
Highly synergistic platforms and capital optimization will drive strong earnings per share accretion in
2024 and sustained long-term growth −
− Expected
value at closing of approximately $787 million −
New York, NY, February 27, 2023 /Globe Newswire/
– Ready Capital Corporation (NYSE:RC) (“Ready Capital”), a multi-strategy real estate finance company that originates,
acquires, finances and services small-to-medium balance commercial loans, and Broadmark Realty Capital Inc. (NYSE:BRMK) (“Broadmark”),
a specialty real estate finance company that specializes in originating and servicing residential and commercial construction loans, announced
today that they have entered into a definitive merger agreement pursuant to which Broadmark will merge with Ready Capital. Upon completion
of the merger, Ready Capital is expected to have a pro forma equity capital base of $2.8 billion.
Under the terms of the merger agreement, each
share of Broadmark common stock will be converted into 0.47233 shares of Ready Capital common stock, or a total of approximately 63 million
shares of Ready Capital common stock. The respective closing stock prices for Ready Capital and Broadmark on February 24, 2023 imply an
offer price of $5.90 per Broadmark share, representing a 41% premium or approximately 0.85x tangible book value as of December 31, 2022.
Upon the closing of the merger, Ready Capital stockholders are expected to own approximately 64% of the combined company’s stock,
while Broadmark stockholders are expected to own approximately 36% of the combined company’s stock. In addition, Ready Capital will
assume Broadmark’s outstanding senior unsecured notes.
Based on the closing price of Ready Capital’s
common stock on February 24, 2023, the market capitalization of the combined company is approximately $2.2 billion. The combined company
will operate under the name “Ready Capital Corporation” and its shares will trade on the NYSE under the existing ticker symbol
“RC”. Waterfall Asset Management, LLC will continue to manage the combined company.
“We are excited about the continued growth
of our commercial real estate investment platform with the Broadmark transaction and believe it will provide strategic and financial benefits
to all shareholders,” stated Ready Capital Chairman and Chief Executive Officer Thomas Capasse. “We believe our asset management
and workout experience, along with the synergies we expect to realize, position us well over the long-term.”
“We are thrilled to join the Ready Capital
team to usher in a new chapter of growth for both organizations by forming the 4th largest commercial mortgage REIT,” said Broadmark
Chairman and Interim Chief Executive Officer Jeffrey Pyatt. “Our synergies are undeniable given the complementary skillsets, product
offerings and geographic footprint. The Broadmark team is looking forward to working closely with our colleagues at Ready Capital to maximize
the potential of our combined platform and deliver value for our shareholders.”
Anticipated Benefits to Ready Capital and Broadmark Stockholders
from the Merger
| · | Highly Synergistic Business Models with Natural
Alignment Across Geographies, Products, Sponsors, and Credit Philosophies: Ability for the combined company to capture economics throughout
the full lifecycle of a property and retain sponsor relationships beyond construction and/or
bridge stages. |
| · | Strategically and Financially Compelling: Synergistic
franchises and optimized capital management, among other factors, create a highly accretive transaction. |
| · | Robust Liquidity Supported by Proven Asset Management
and Diversified Access to Funding: Immediate deleveraging benefit to Ready Capital with the opportunity to prudently optimize capital
and enhance the earnings profile of the combined company. |
| · | Significantly Increased Scale and Opportunities
for Operational Efficiency: Creates the 4th largest commercial mortgage REIT with increased operational leverage. |
| · | Proven Acquisition Track Record Provides Long-Term
Upside to Shareholders: Integration and post-close growth strategy informed by Ready Capital’s six mergers and acquisitions since
2016. |
Additional information on the transaction and
the anticipated effects on Ready Capital can be found in the investor deck relating to the merger on Ready Capital’s website. The
investor deck is also furnished by Ready Capital in a Current Report on Form 8-K on the date hereof.
Management, Governance and Corporate Headquarters
Upon completion of the merger, Ready Capital’s
Chairman, Chief Executive Officer and Chief Investment Officer, Thomas Capasse, will continue to lead the company and Ready Capital executives
Jack Ross, Andrew Ahlborn, Gary Taylor and Adam Zausmer will remain in their current roles. The combined company will remain headquartered
in New York, New York. The Board of the combined company is expected to increase by three Broadmark-designated directors to twelve directors.
Timing and Approvals
The transaction has been unanimously approved
by each of the Boards of Directors of Ready Capital and Broadmark. The transaction is expected to close during the second quarter of 2023,
subject to the respective approvals by the stockholders of Ready Capital and Broadmark and other customary closing conditions.
Advisors
Wells Fargo Securities, LLC is acting as exclusive
financial advisor and Alston & Bird LLP is acting as legal advisor to Ready Capital. J.P. Morgan Securities LLC is acting as exclusive
financial advisor to Broadmark. Sidley Austin LLP is acting as legal advisor and Bryan Cave Leighton Paisner LLP is acting as tax legal
advisor to Broadmark.
Additional Information about the Merger
In connection with the proposed merger, Ready
Capital expects to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, containing
a joint proxy statement/prospectus, and other documents with respect to the proposed merger. The joint proxy/prospectus will contain important
information about the proposed transaction and related matters. STOCKHOLDERS OF READY CAPITAL AND BROADMARK ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED
BY READY CAPITAL AND BROADMARK WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT READY CAPITAL, BROADMARK AND THE PROPOSED MERGER.
Stockholders of Ready Capital and Broadmark may
obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by Ready Capital
or Broadmark with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by Ready Capital with the SEC are also available free of charge on Ready Capital’s website at www.readycapital.com.
Copies of the documents filed by Broadmark with the SEC are also available free of charge on Broadmark’s website at www.broadmark.com.
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities
Act of 1933, as amended (the “Securities Act”).
Participants in Solicitation Relating to the Merger
Ready Capital, Broadmark and their respective
directors and executive officers, and certain other affiliates of Ready Capital and Broadmark may be deemed to be participants in the
solicitation of proxies from the stockholders of Ready Capital and Broadmark in respect of the proposed merger. Information regarding
Ready Capital’s directors and executive officers can be found in Ready Capital’s definitive proxy statement filed with the
SEC on April 29, 2022, its most recent Annual Report filed on Form 10-K for the fiscal year ended December 31, 2021, and its Current Reports
on Form 8-K filed with the SEC on September 29, 2022, November 18, 2022 and December 1, 2022. Information regarding Broadmark’s
directors and executive officers can be found in Broadmark’s definitive proxy statement filed with the SEC on April 28, 2022, its
most recent Annual Report filed on Form 10-K for the fiscal year ended December 31, 2021, and its Current Reports on Form 8-K filed with
the SEC on April 25, 2022, May 4, 2022, October 14, 2022 and November 7, 2022. Additional information regarding the interests of such
potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection
with the proposed merger if and when they become available. These documents are available free of charge on the SEC’s website and
from Ready Capital or Broadmark, as applicable, using the sources indicated above.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” as such term is defined in Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements
are based on current expectations and beliefs of Ready Capital and Broadmark and are subject to a number of trends and uncertainties that
could cause actual results to differ materially from those described in the forward-looking statements; neither Ready Capital nor Broadmark
can give any assurance that their expectations will be attained.
Factors that could cause actual results to differ
materially from expectations include, but are not limited to, the risk that the merger will not be consummated within the expected time
period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement;
the inability to obtain stockholder approvals relating to the merger and issuance of shares in connection therewith or the failure to
satisfy the other conditions to completion of the merger; risks related to disruption of management attention from the ongoing business
operations due to the proposed merger; the effect of the announcement of the proposed merger on the operating results and businesses
generally of Ready Capital and Broadmark; the outcome of any legal proceedings relating to the merger; the ability to retain key personnel;
availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates;
the availability and terms of financing; general economic conditions; market conditions; inflationary pressures on the capital markets
and the general economy; conditions in the market for small balance commercial loans and other investments; legislative and regulatory
changes that could adversely affect the businesses of Ready Capital and Broadmark; risks related to integrating an existing lending platform
into our operations; risks related to the origination and ownership of construction loans and other assets, which are typically short-term
loans that are subject to additional risks as compared to loans secured by existing structures or land; risks related to the origination
and ownership of bridge loans and other assets, which are typically short-term loans that are subject to higher interest rates, transaction
costs and uncertainty on loan repayment; risks relating to any future impact of the COVID-19 pandemic, including the responses of governments
and industries, on the real estate sector; and other factors, including those set forth in the Risk Factors sections of Ready Capital’s
and Broadmark’s most recent Annual Reports on Form 10- K and other reports filed by Ready Capital and Broadmark with the SEC, copies
of which are available on the SEC's website, www.sec.gov. Neither Ready Capital nor Broadmark
undertakes any obligation to update these statements for revisions or changes after the date of this press release, except as required
by law.
About Ready Capital Corporation
Ready Capital Corporation (NYSE: RC) is a multi-strategy
real estate finance company that originates, acquires, finances and services small- to medium-sized balance commercial loans. The Company
specializes in loans backed by commercial real estate, including agency multifamily, investor and bridge as well as U.S. Small Business
Administration loans under its Section 7(a) program. Headquartered in New York, New York, the Company employs over 600 professionals nationwide.
About Broadmark Realty Capital
Broadmark Realty Capital Inc. (NYSE: BRMK) is
a specialty real estate finance company, providing financing solutions generally in the $5 to $75 million range per transaction. The company
provides smart, reliable, rapid solutions across the entire debt capital stack, including senior, subordinate, and participation investments
with fixed and floating rate structures available. Broadmark invests in a variety of new construction and existing properties across all
asset classes throughout the United States, including hotel, industrial, medical, mixed-use, office, retail, self-storage, warehouse,
multifamily, senior living, student housing, condos, larger scaled single-family, townhome, and multiplex. It has the competitive advantage
of being an internally managed balance sheet lender, and the company’s proactive approach delivers dedicated in-house underwriting,
asset management, loan servicing, and draw administration.
Contact
Ready Capital Corporation
Investor Relations
212-257-4666
InvestorRelations@readycapital.com
Ready Capital Media Relations
PR@readycapital.com
Broadmark Realty Capital
Investor Relations
InvestorRelations@broadmark.com
206-623-7782
Media Relations
media@broadmark.com