UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
Commission File Number: 001-35808
READY CAPITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
Maryland |
90-0729143 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
1251 Avenue of the Americas, 50th Floor, New York, NY 10020
(Address of Principal Executive Offices, Including Zip Code)
(212) 257-4600
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
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|
|
|
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
Common Stock, $0.0001 par value per share 7.00% Convertible Senior Notes due 2023 6.50% Senior Notes due 2021 6.20% Senior Notes due 2026 |
RC RCA RCP RCB |
New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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|
|
|
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Large accelerated filer ◻ |
Accelerated filer ⌧ |
Non-accelerated filer ◻ |
Smaller reporting company ☐ |
|
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. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:
The Company has 54,872,789 shares of common stock, par value $0.0001 per share, outstanding as of July 31, 2020.
TABLE OF CONTENTS
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3 |
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3 |
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66 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
68 |
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101 |
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105 |
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105 |
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105 |
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105 |
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108 |
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108 |
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108 |
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108 |
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108 |
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SIGNATURES |
111 |
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EXHIBIT 31.1 CERTIFICATIONS |
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EXHIBIT 31.2 CERTIFICATIONS |
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EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, 10 U.S.C. SECTION 1350 |
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EXHIBIT 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, 10 U.S.C. SECTION 1350 |
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2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
READY CAPITAL CORPORATION
unaudited CONSOLIDATED BALANCE SHEETS
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(In Thousands) |
|
June 30, 2020 |
|
December 31, 2019 |
||
|
Assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
257,017 |
|
$ |
67,928 |
|
Restricted cash |
|
|
91,539 |
|
|
51,728 |
|
Loans, net (including $124,298 and $20,212 held at fair value) |
|
|
1,432,807 |
|
|
1,727,984 |
|
Loans, held for sale, at fair value |
|
|
297,669 |
|
|
188,077 |
|
Mortgage backed securities, at fair value |
|
|
75,411 |
|
|
92,466 |
|
Loans eligible for repurchase from Ginnie Mae |
|
|
186,197 |
|
|
77,953 |
|
Investment in unconsolidated joint ventures |
|
|
53,939 |
|
|
58,850 |
|
Purchased future receivables, net |
|
|
27,190 |
|
|
43,265 |
|
Derivative instruments |
|
|
19,037 |
|
|
2,814 |
|
Servicing rights (including $73,645 and $91,174 held at fair value) |
|
|
107,761 |
|
|
121,969 |
|
Real estate, held for sale |
|
|
47,009 |
|
|
58,573 |
|
Other assets |
|
|
103,701 |
|
|
106,925 |
|
Assets of consolidated VIEs |
|
|
2,761,655 |
|
|
2,378,486 |
|
Total Assets |
|
$ |
5,460,932 |
|
$ |
4,977,018 |
|
Liabilities |
|
|
|
|
|
|
|
Secured borrowings |
|
|
1,253,895 |
|
|
1,189,392 |
|
Securitized debt obligations of consolidated VIEs, net |
|
|
2,140,009 |
|
|
1,815,154 |
|
Convertible notes, net |
|
|
111,581 |
|
|
111,040 |
|
Senior secured notes, net |
|
|
179,481 |
|
|
179,289 |
|
Corporate debt, net |
|
|
150,387 |
|
|
149,986 |
|
Guaranteed loan financing |
|
|
436,532 |
|
|
485,461 |
|
Liabilities for loans eligible for repurchase from Ginnie Mae |
|
|
186,197 |
|
|
77,953 |
|
Derivative instruments |
|
|
9,106 |
|
|
5,250 |
|
Dividends payable |
|
|
14,524 |
|
|
21,302 |
|
Accounts payable and other accrued liabilities |
|
|
166,174 |
|
|
97,407 |
|
Total Liabilities |
|
$ |
4,647,886 |
|
$ |
4,132,234 |
|
Stockholders’ Equity |
|
|
|
|
|
|
|
Common stock, $0.0001 par value, 500,000,000 shares authorized, 54,872,789 and 51,127,326 shares issued and outstanding, respectively |
|
|
5 |
|
|
5 |
|
Additional paid-in capital |
|
|
854,222 |
|
|
822,837 |
|
Retained earnings |
|
|
(49,755) |
|
|
8,746 |
|
Accumulated other comprehensive loss |
|
|
(9,876) |
|
|
(6,176) |
|
Total Ready Capital Corporation equity |
|
|
794,596 |
|
|
825,412 |
|
Non-controlling interests |
|
|
18,450 |
|
|
19,372 |
|
Total Stockholders’ Equity |
|
$ |
813,046 |
|
$ |
844,784 |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
5,460,932 |
|
$ |
4,977,018 |
See Notes To Unaudited Consolidated Financial Statements
3
READY CAPITAL CORPORATION
Unaudited CONSOLIDATED STATEMENTS OF INCOME
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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(In Thousands, except share data) |
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2020 |
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2019 |
|
2020 |
|
2019 |
||||
|
Interest income |
|
$ |
63,211 |
|
$ |
57,034 |
|
$ |
132,762 |
|
$ |
105,787 |
|
Interest expense |
|
|
(43,408) |
|
|
(35,753) |
|
|
(90,338) |
|
|
(71,529) |
|
Net interest income before provision for loan losses |
|
$ |
19,803 |
|
$ |
21,281 |
|
$ |
42,424 |
|
$ |
34,258 |
|
Provision for loan losses |
|
|
591 |
|
|
(1,348) |
|
|
(39,214) |
|
|
(1,866) |
|
Net interest income after provision for loan losses |
|
$ |
20,394 |
|
$ |
19,933 |
|
$ |
3,210 |
|
$ |
32,392 |
|
Non-interest income |
|
|
|
|
|
|
|
|
|
|
|
|
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Residential mortgage banking activities |
|
|
80,564 |
|
|
21,021 |
|
|
117,233 |
|
|
35,608 |
|
Net realized gains on financial instruments and real estate owned |
|
|
7,438 |
|
|
6,255 |
|
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14,610 |
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13,537 |
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Net unrealized losses on financial instruments |
|
|
(13,744) |
|
|
(7,006) |
|
|
(47,178) |
|
|
(13,918) |
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Servicing income, net of amortization and impairment of $1,277 and $3,001 for the three and six months ended June 30, 2020, and $853 and $2,616 for the three and six months ended June 30, 2019, respectively |
|
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8,982 |
|
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7,811 |
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17,079 |
|
|
14,563 |
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Income on purchased future receivables, net of allowance for doubtful accounts of $1,771 and $8,688 for the three and six months ended June 30, 2020, and $0 and $0 for the three and six months ended June 30, 2019, respectively |
|
|
5,586 |
|
|
— |
|
|
9,069 |
|
|
— |
|
Income (loss) on unconsolidated joint ventures |
|
|
507 |
|
|
2,083 |
|
|
(3,030) |
|
|
5,012 |
|
Other income |
|
|
31,594 |
|
|
2,792 |
|
|
35,667 |
|
|
3,692 |
|
Gain on bargain purchase |
|
|
— |
|
|
— |
|
|
— |
|
|
30,728 |
|
Total non-interest income |
|
$ |
120,927 |
|
$ |
32,956 |
|
$ |
143,450 |
|
$ |
89,222 |
|
Non-interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
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Employee compensation and benefits |
|
|
(27,288) |
|
|
(12,509) |
|
|
(46,224) |
|
|
(23,957) |
|
Allocated employee compensation and benefits from related party |
|
|
(1,250) |
|
|
(1,250) |
|
|
(2,500) |
|
|
(2,103) |
|
Variable expenses on residential mortgage banking activities |
|
|
(36,446) |
|
|
(13,501) |
|
|
(56,575) |
|
|
(22,677) |
|
Professional fees |
|
|
(1,919) |
|
|
(1,586) |
|
|
(4,475) |
|
|
(3,415) |
|
Management fees – related party |
|
|
(2,666) |
|
|
(2,495) |
|
|
(5,227) |
|
|
(4,492) |
|
Incentive fees – related party |
|
|
(3,506) |
|
|
— |
|
|
(3,506) |
|
|
— |
|
Loan servicing expense |
|
|
(10,327) |
|
|
(4,571) |
|
|
(15,898) |
|
|
(8,219) |
|
Merger related expenses |
|
|
(11) |
|
|
(603) |
|
|
(58) |
|
|
(6,070) |
|
Other operating expenses |
|
|
(17,745) |
|
|
(8,085) |
|
|
(31,487) |
|
|
(14,947) |
|
Total non-interest expense |
|
$ |
(101,158) |
|
$ |
(44,600) |
|
$ |
(165,950) |
|
$ |
(85,880) |
|
Income (loss) before provision for income taxes |
|
$ |
40,163 |
|
$ |
8,289 |
|
$ |
(19,290) |
|
$ |
35,734 |
|
Income tax (provision) benefit |
|
|
(5,500) |
|
|
2,956 |
|
|
2,437 |
|
|
5,959 |
|
Net income (loss) |
|
$ |
34,663 |
|
$ |
11,245 |
|
$ |
(16,853) |
|
$ |
41,693 |
|
Less: Net income (loss) attributable to non-controlling interest |
|
|
810 |
|
|
276 |
|
|
(254) |
|
|
1,257 |
|
Net income (loss) attributable to Ready Capital Corporation |
|
$ |
33,853 |
|
$ |
10,969 |
|
$ |
(16,599) |
|
$ |
40,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share - basic |
|
$ |
0.62 |
|
$ |
0.25 |
|
$ |
(0.33) |
|
$ |
1.05 |
|
Earnings (loss) per common share - diluted |
|
$ |
0.62 |
|
$ |
0.25 |
|
$ |
(0.33) |
|
$ |
1.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
53,980,451 |
|
|
44,425,598 |
|
|
52,982,246 |
|
|
38,524,023 |
|
Diluted |
|
|
54,013,958 |
|
|
44,431,263 |
|
|
53,015,753 |
|
|
38,527,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per share of common stock |
|
$ |
0.25 |
|
$ |
0.40 |
|
$ |
0.65 |
|
$ |
0.80 |
See Notes To Unaudited Consolidated Financial Statements
4
READY CAPITAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||
|
(In Thousands) |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
Net Income (loss) |
$ |
34,663 |
|
$ |
11,245 |
|
$ |
(16,853) |
|
$ |
41,693 |
|
Other comprehensive income (loss) - net change by component |
|
|
|
|
|
|
|
|
|
|
|
|
Net change in hedging derivatives (cash flow hedges) |
$ |
(22) |
|
$ |
(6,579) |
|
$ |
(3,149) |
|
$ |
(6,997) |
|
Foreign currency translation adjustment |
|
(325) |
|
|
— |
|
|
(630) |
|
|
— |
|
Other comprehensive loss |
$ |
(347) |
|
$ |
(6,579) |
|
$ |
(3,779) |
|
$ |
(6,997) |
|
Comprehensive income (loss) |
$ |
34,316 |
|
$ |
4,666 |
|
$ |
(20,632) |
|
$ |
34,696 |
|
Comprehensive income (loss) attributable to non-controlling interests |
|
803 |
|
|
72 |
|
|
(333) |
|
|
1,041 |
|
Comprehensive income (loss) attributable to Ready Capital Corporation |
$ |
33,513 |
|
$ |
4,594 |
|
$ |
(20,299) |
|
$ |
33,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes To Unaudited Consolidated Financial Statements
5
READY CAPITAL CORPORATION
Unaudited CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2019 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
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Retained |
|
|
Accumulated Other |
|
Total |
|
|
|
|
|
|
||
|
|
|
Common Stock |
|
Additional Paid- |
|
Earnings |
|
|
Comprehensive |
|
Ready Capital |
|
Non-controlling |
|
Total Stockholders' |
||||||||
|
(in thousands, except share data) |
|
Shares |
|
Par Value |
|
In Capital |
|
(Deficit) |
|
|
Loss |
|
Corporation Equity |
|
Interests |
|
Equity |
||||||
|
Balance at January 1, 2019 |
|
32,105,112 |
|
$ |
3 |
|
$ |
540,478 |
|
$ |
5,272 |
|
$ |
(922) |
|
$ |
544,831 |
|
$ |
19,244 |
|
$ |
564,075 |
|
Dividend declared on common stock ($0.80 per share) |
|
— |
|
|
— |
|
|
— |
|
|
(30,794) |
|
|
— |
|
|
(30,794) |
|
|
— |
|
|
(30,794) |
|
Dividend declared on OP units |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(894) |
|
|
(894) |
|
Shares issued pursuant to merger transactions |
|
12,223,552 |
|
|
1 |
|
|
179,320 |
|
|
— |
|
|
— |
|
|
179,321 |
|
|
— |
|
|
179,321 |
|
Offering costs |
|
— |
|
|
— |
|
|
(73) |
|
|
— |
|
|
— |
|
|
(73) |
|
|
(2) |
|
|
(75) |
|
Equity component of 2017 convertible note issuance |
|
— |
|
|
— |
|
|
(172) |
|
|
— |
|
|
— |
|
|
(172) |
|
|
(5) |
|
|
(177) |
|
Distributions, net |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5) |
|
|
(5) |
|
Stock-based compensation |
|
71,876 |
|
|
— |
|
|
1,026 |
|
|
— |
|
|
— |
|
|
1,026 |
|
|
— |
|
|
1,026 |
|
Manager incentive fee paid in stock |
|
14,939 |
|
|
— |
|
|
233 |
|
|
— |
|
|
— |
|
|
233 |
|
|
— |
|
|
233 |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
40,436 |
|
|
— |
|
|
40,436 |
|
|
1,257 |
|
|
41,693 |
|
Other comprehensive loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,781) |
|
|
(6,781) |
|
|
(216) |
|
|
(6,997) |
|
Balance at June 30, 2019 |
|
44,415,479 |
|
$ |
4 |
|
$ |
720,812 |
|
$ |
14,914 |
|
$ |
(7,703) |
|
$ |
728,027 |
|
$ |
19,379 |
|
$ |
747,406 |
See Notes To Unaudited Consolidated Financial Statements
6
READY CAPITAL CORPORATION
Unaudited CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
||||
|
(In Thousands, except share information) |
|
2020 |
|
2019 |
|
||
|
Cash Flows From Operating Activities: |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(16,853) |
|
$ |
41,693 |
|
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
|
Amortization of premiums, discounts, and debt issuance costs, net |
|
|
17,389 |
|
|
9,149 |
|
|
Provision for loan losses |
|
|
39,214 |
|
|
1,866 |
|
|
Impairment loss on real estate, held for sale |
|
|
3,075 |
|
|
680 |
|
|
Change in repair and denial reserve |
|
|
2,768 |
|
|
794 |
|
|
Net settlement of derivative instruments |
|
|
(9,454) |
|
|
(4,199) |
|
|
Purchase of loans, held for sale, at fair value |
|
|
— |
|
|
(1,349) |
|
|
Origination of loans, held for sale, at fair value |
|
|
(2,282,920) |
|
|
(1,084,686) |
|
|
Proceeds from disposition and principal payments of loans, held for sale, at fair value |
|
|
2,265,362 |
|
|
1,057,121 |
|
|
Realized gains, net |
|
|
(122,336) |
|
|
(44,778) |
|
|
Unrealized losses, net |
|
|
47,790 |
|
|
13,918 |
|
|
Gain on bargain purchase |
|
|
— |
|
|
(30,728) |
|
|
Equity in net loss (income) of unconsolidated joint ventures, net of distributions |
|
|
3,030 |
|
|
(5,012) |
|
|
Foreign currency (gain) loss, net |
|
|
(653) |
|
|
— |
|
|
Payoff of purchased future receivables, net of originations |
|
|
7,387 |
|
|
— |
|
|
Allowance for doubtful accounts on purchased future receivables |
|
|
8,688 |
|
|
— |
|
|
Net changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
Assets of consolidated VIEs (excluding loans, net), accrued interest and due from servicers |
|
|
12,817 |
|
|
(10,084) |
|
|
Receivable from third parties |
|
|
940 |
|
|
6,125 |
|
|
Other assets |
|
|
1,477 |
|
|
(8,652) |
|
|
Accounts payable and other accrued liabilities |
|
|
70,307 |
|
|
135 |
|
|
Net cash (used in) provided by operating activities |
|
|
48,028 |
|
|
(58,007) |
|
|
Cash Flow From Investing Activities: |
|
|
|
|
|
|
|
|
Origination of loans |
|
|
(473,834) |
|
|
(567,955) |
|
|
Purchase of loans |
|
|
(53,053) |
|
|
(501,417) |
|
|
Purchase of mortgage backed securities, at fair value |
|
|
(1,576) |
|
|
(9,593) |
|
|
Funding of unconsolidated joint ventures |
|
|
(1,698) |
|
|
(6,951) |
|
|
Purchase of servicing rights |
|
|
— |
|
|
(894) |
|
|
Proceeds on unconsolidated joint venture in excess of earnings recognized |
|
|
3,579 |
|
|
6,466 |
|
|
Proceeds from disposition and principal payment of loans |
|
|
371,699 |
|
|
379,493 |
|
|
Proceeds from sale and principal payment of mortgage backed securities, at fair value |
|
|
8,546 |
|
|
5,453 |
|
|
Proceeds from sale of real estate |
|
|
8,955 |
|
|
9,968 |
|
|
Cash acquired in connection with the ORM Merger |
|
|
— |
|
|
10,822 |
|
|
Net cash (used in) investing activities |
|
|
(137,382) |
|
|
(674,608) |
|
|
Cash Flows From Financing Activities: |
|
|
|
|
|
|
|
|
Proceeds from secured borrowings |
|
|
3,626,223 |
|
|
2,509,321 |
|
|
Payment of secured borrowings |
|
|
(3,561,787) |
|
|
(2,366,918) |
|
|
Proceeds from issuance of securitized debt obligations of consolidated VIEs |
|
|
495,220 |
|
|
869,940 |
|
|
Payment of securitized debt obligations of consolidated VIEs |
|
|
(168,042) |
|
|
(202,085) |
|
|
Payment of offering costs |
|
|
— |
|
|
(75) |
|
|
Payment of guaranteed loan financing |
|
|
(59,325) |
|
|
(26,645) |
|
|
Payment of deferred financing costs |
|
|
(9,417) |
|
|
(15,040) |
|
|
Equity issuance, net of offering costs |
|
|
13,364 |
|
|
— |
|
|
Payment of contingent consideration |
|
|
— |
|
|
(1,207) |
|
|
Payment of promissory note |
|
|
— |
|
|
(859) |
|
|
Distributions from non-controlling interests, net |
|
|
(50) |
|
|
(5) |
|
|
Dividend payments |
|
|
(25,427) |
|
|
(26,742) |
|
|
Net cash (used in) provided by financing activities |
|
|
310,759 |
|
|
739,685 |
|
|
Net increase (decrease) in cash, cash equivalents, and restricted cash |
|
|
221,405 |
|
|
7,070 |
|
|
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
127,980 |
|
|
94,970 |
|
|
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
349,385 |
|
$ |
102,040 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of operating cash flow |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
79,394 |
|
$ |
57,916 |
|
|
Cash (received) paid for income taxes |
|
$ |
— |
|
$ |
(2,749) |
|
|
Stock-based compensation |
|
$ |
1,121 |
|
$ |
1,026 |
|
|
Supplemental disclosure of non-cash investing activities |
|
|
|
|
|
|
|
|
Loans transferred from loans, held for sale, at fair value to loans, net |
|
$ |
509 |
|
$ |
750 |
|
|
Loans transferred to real estate owned |
|
|
8,609 |
|
|
— |
|
|
Deconsolidation of assets in securitization trusts |
|
$ |
— |
|
$ |
177,815 |
|
|
Supplemental disclosure of non-cash financing activities |
|
|
|
|
|
|
|
|
Dividend paid in stock |
|
$ |
17,395 |
|
$ |
— |
|
|
Common stock issued in connection with merger transactions |
|
|
— |
|
|
12,223,552 |
|
|
Deconsolidation of borrowings in securitization trusts |
|
$ |
— |
|
$ |
177,815 |
|
|
Share-based component of incentive fees |
|
$ |
53 |
|
$ |
233 |
|
|
|
|
|
|
|
|
|
|
|
Cash and restricted cash reconciliation |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
257,017 |
|
$ |
41,925 |
|
|
Restricted cash |
|
|
91,539 |
|
|
38,019 |
|
|
Cash, cash equivalents, and restricted cash in assets of consolidated VIEs |
|
|
829 |
|
|
22,096 |
|
|
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
349,385 |
|
$ |
102,040 |
|
|
|
|
|
|
|
|
|
|
See Notes to Unaudited Consolidated Financial Statements
7
READY CAPITAL CORPORATION
NOTES TO the CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1 – Organization
Ready Capital Corporation (the “Company” or “Ready Capital” and together with its subsidiaries “we”, “us” and “our”) is a Maryland corporation. The Company is a multi-strategy real estate finance company that originates, acquires, finances and services small to medium balance commercial (“SBC”) loans, Small Business Administration (“SBA”) loans, residential mortgage loans, and to a lesser extent, mortgage backed securities (“MBS”) collateralized primarily by SBC loans, or other real estate-related investments.
The Company is externally managed and advised by Waterfall Asset Management, LLC (“Waterfall” or the “Manager”), an investment advisor registered with the United States Securities and Exchange Commission under the Investment Advisors Act of 1940, as amended.
Sutherland Partners, LP (the “Operating Partnership”) holds substantially all of our assets and conducts substantially all of our business. As of June 30, 2020 and December 31, 2019, the Company owned approximately 97.9% of the operating partnership units (“OP units”) of the Operating Partnership. The Company, as sole general partner of the Operating Partnership, has responsibility and discretion in the management and control of the Operating Partnership, and the limited partners of the Operating Partnership, in such capacity, have no authority to transact business for, or participate in the management activities of the Operating Partnership. Therefore, the Company consolidates the Operating Partnership.
SBC loans represent a special category of commercial loans, sharing both commercial and residential loan characteristics. SBC loans are generally secured by first mortgages on commercial properties, but because SBC loans are also often accompanied by collateralization of personal assets and subordinate lien positions, aspects of residential mortgage credit analysis are utilized in the underwriting process.
The Company reports its results of operations through the following four business segments: i) Acquisitions, ii) SBC Originations, iii) SBA Originations, Acquisitions and Servicing, and iv) Residential Mortgage Banking, with the remaining amounts recorded in Corporate- Other. Our acquisition and origination platforms consist of the following four operating segments:
| ● | Acquisitions. We acquire performing and non-performing SBC loans as part of our business strategy. We hold performing SBC loans to term, and we seek to maximize the value of the non-performing SBC loans acquired by us through borrower based resolution strategies. We typically acquire non-performing loans at a discount to their unpaid principal balance (“UPB”) when we believe that resolution of the loans will provide attractive risk-adjusted returns. We also acquire purchased future receivables through our Knight Capital, LLC (“Knight Capital”) funding platform. |
| ● | SBC Originations. We originate SBC loans secured by stabilized or transitional investor properties using multiple loan origination channels through our wholly-owned subsidiary, ReadyCap Commercial, LLC (“ReadyCap Commercial”). These originated loans are generally held-for-investment or placed into securitization structures. Additionally, as part of this segment, we originate and service multi-family loan products under the Federal Home Loan Mortgage Corporation’s Small Balance Loan Program (“Freddie Mac” and the “Freddie Mac program”). These originated loans are held for sale, then sold to Freddie Mac. |
| ● | SBA Originations, Acquisitions, and Servicing. We acquire, originate and service owner-occupied loans guaranteed by the SBA under its Section 7(a) loan program (the “SBA Section 7(a) Program”) through our wholly-owned subsidiary, ReadyCap Lending, LLC (“ReadyCap Lending”). We hold an SBA license as one of only 14 non-bank Small Business Lending Companies (“SBLCs”) and have been granted preferred lender status by the SBA. These originated loans are either held-for-investment, placed into securitization structures, or sold. |
| ● | Residential Mortgage Banking. We operate our residential mortgage loan origination segment through our wholly-owned subsidiary, GMFS, LLC ("GMFS"). GMFS originates residential mortgage loans eligible to be purchased, guaranteed or insured by the Federal National Mortgage Association (“Fannie Mae”), Freddie Mac, Federal Housing Administration (“FHA”), U.S. Department of Agriculture (“USDA”) and U.S. Department of |
8
| Veterans Affairs (“VA”) through retail, correspondent and broker channels. These originated loans are then sold to third parties, primarily agency lending programs. |
On March 29, 2019, the Company completed the acquisition of Owens Realty Mortgage, Inc. (“ORM”), through a merger of ORM with and into a wholly-owned subsidiary of the Company, in exchange for approximately 12.2 million shares of the Company’s common stock (“ORM Merger”). In accordance with the Merger Agreement, the number of shares of the Company’s common stock issued was based on an exchange ratio of 1.441 per share. The total purchase price for the merger of $179.3 million consists exclusively of the Company’s common stock issued in exchange for shares of ORM common stock and cash paid in lieu of fractional shares of the Company’s common stock, and was based on the $14.67 closing price of the Company’s common stock on March 29, 2019. Upon the closing of the transaction, the Company’s historical stockholders owned approximately 72% of the combined Company’s stock, while historical ORM stockholders owned approximately 28% of the combined Company’s stock.
The acquisition of ORM increased the Company’s equity capitalization, supported continued growth of the Company’s platform and execution of the Company’s strategy, and provided the Company with improved scale, liquidity and capital alternatives, including additional borrowing capacity. Also, the stockholder base resulting from the acquisition of ORM enhanced the trading volume and liquidity for our stockholders. The combination of the Company and ORM created cost savings and efficiencies resulting from the allocation of operating expenses over a larger portfolio and has allowed the Company to harvest value from ORM's real property assets.
On October 25, 2019, the Company acquired Knight Capital. Knight Capital is a technology-driven platform that provides working capital to small and medium businesses across the U.S. Through its platform, Knight Capital supports business operations by offering a faster alternative to conventional bank funding. The total purchase price for the merger of $27.8 million consists of $17.5 million of cash and $10.3 million of Ready Capital common stock.
The Company qualifies as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), commencing with its first taxable year ended December 31, 2011. To maintain its tax status as a REIT, the Company distributes at least 90% of its taxable income in the form of distributions to shareholders.
Note 2 – Basis of Presentation
The unaudited interim consolidated financial statements presented herein are as of June 30, 2020 and December 31, 2019 and for the three and six months ended June 30, 2020 and 2019. These unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”)—as prescribed by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the U.S. Securities and Exchange Commission.
The accompanying interim consolidated financial statements, including the notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements. Accordingly, certain information and footnote disclosures normally included in the consolidated financial statements have been condensed or omitted. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all normal recurring adjustments necessary for a fair statement of the results for the interim periods presented. Such operating results may not be indicative of the expected results for any other interim period or the entire year. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission, or the SEC.
Note 3 – Summary of Significant Accounting Policies
Risks and uncertainties
The recent outbreak of the coronavirus pandemic (“COVID-19”) around the globe continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. The impact of the outbreak has been rapidly evolving around the globe, with several countries taking drastic measures to limit the spread of the virus by instituting quarantines or lockdowns and imposing travel restrictions. Such actions are creating significant disruptions
9
to global supply chains, and adversely impacting several industries, including but not limited to, airlines, hospitality, retail and the broader real estate industry.
The major disruption caused by COVID-19 halted most economic activity in most of the United States resulting in a significant increase in unemployment claims and a significant decline in the U.S. Gross Domestic Product (“GDP”). COVID-19 could have a continued and prolonged adverse impact on economic and market conditions and trigger a period of global economic slowdown which could have a material adverse effect on the Company’s results and financial condition.
The full impact of COVID-19 on the real estate industry, the credit markets and consequently on the Company’s financial condition and results of operations is uncertain and cannot be predicted at the current time as it depends on several factors beyond the control of the Company including, but not limited to (i) the uncertainty around the severity and duration of the outbreak, (ii) the effectiveness of the United States public health response, (iii) the pandemic’s impact on U.S. and global economies, (iv) the timing, scope and effectiveness of additional governmental responses to the pandemic, (v) the timing and speed of economic recovery, (vi) the availability of a treatment or vaccination for COVID-19, and (vii) the negative impact on our borrowers, real estate values and cost of capital.
Use of estimates
The preparation of the Company’s unaudited interim consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of income and expenses during the reporting period. Management makes subjective estimates to project cash flows the Company expects to receive on its loans and securities as well as the related market discount rates, which significantly impacts the interest income, impairments, allowance for loan loss, and fair values recorded or disclosed. The effects of COVID-19 may negatively and materially impact significant estimates and assumptions used by the Company including, but not limited to estimates of expected credit losses, valuation of our equity method investments and the fair value estimates of the Company’s assets and liabilities. The uncertainty over the ultimate impact COVID-19 will have on the U.S. economy and global economy generally, and on our business in particular, makes any estimates and assumptions as of June 30, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results could materially differ from those estimates.
Basis of consolidation
The accompanying unaudited interim consolidated financial statements of the Company include the accounts and results of operations of the Operating Partnership and other consolidated subsidiaries and VIEs in which we are the primary beneficiary. The unaudited interim consolidated financial statements are prepared in accordance with ASC 810, Consolidations. Intercompany accounts and transactions have been eliminated.
Reclassifications
Certain amounts reported for the prior periods in the accompanying unaudited interim consolidated financial statements have been reclassified in order to conform to the current period’s presentation.
Cash and cash equivalents
The Company accounts for cash and cash equivalents in accordance with ASC 305, Cash and Cash Equivalents. The Company defines cash and cash equivalents as cash, demand deposits, and short-term, highly liquid investments with original maturities of 90 days or less when purchased. Cash and cash equivalents are exposed to concentrations of credit risk. We deposit our cash with institutions that we believe to have highly valuable and defensible business franchises, strong financial fundamentals, and predictable and stable operating environments.
Restricted cash
Restricted cash represents cash held by the Company as collateral against its derivatives, borrowings under repurchase agreements, borrowings under credit facilities with counterparties, construction and mortgage escrows, as well as cash held for remittance on loans serviced for third parties. Restricted cash is not available for general corporate purposes but
10
may be applied against amounts due to counterparties under existing swaps and repurchase agreement borrowings, or returned to the Company when the restriction requirements no longer exist or at the maturity of the swap or repurchase agreement.
Loans, net
Loans, net consists of loans, held-for-investment, net of allowance for loan losses and loans, held at fair value.
Loans, held-for-investment
Loans, held-for-investment are loans acquired from third parties (“acquired loans”), loans originated by the Company that we do not intend to sell, or securitized loans that were previously originated by us. Securitized loans remain on the Company’s balance sheet because the securitization vehicles are consolidated under ASC 810. Acquired loans are recorded at cost at the time they are acquired.
The Company uses the interest method to recognize, as a constant effective yield adjustment, the difference between the initial recorded investment in the loan and the principal amount of the loan. The calculation of the constant effective yield necessary to apply the interest method uses the payment terms required by the loan contract, and prepayments of principal are not anticipated to shorten the loan term.
Recognition of interest income is suspended when any loans are placed on non-accrual status. Generally, all classes of loans are placed on non-accrual status when principal or interest has been delinquent for 90 days or when full collection is determined to be not probable. Interest income accrued, but not collected, at the date loans are placed on non-accrual status is reversed and subsequently recognized only to the extent it is received in cash or until the loan qualifies for return to accrual status. However, where there is doubt regarding the ultimate collectability of loan principal, all cash received is applied to reduce the carrying value of such loans. Loans are restored to accrual status only when contractually current and the collection of future payments is reasonably assured.
Loans, held at fair value
Loans, held at fair value represent certain loans originated by the Company for which we have elected the fair value option. Interest is recognized as interest income in the unaudited interim consolidated statements of income when earned and deemed collectible. Changes in fair value are recurring and are reported as net unrealized gain (loss) on the unaudited interim consolidated statements of income.
Allowance for loan losses
The allowance for loan losses is intended to provide for credit losses inherent in the loans, held-for-investment portfolio and is reviewed quarterly for adequacy considering credit quality indicators, including probable and historical losses, collateral values, loan-to-value (“LTV”) ratio and economic conditions. The allowance for loan losses is increased through provisions for loan losses charged to earnings and reduced by charge-offs, net of recoveries.
On January 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments-Credit Losses, and subsequent amendments (“ASU 2016-13”), which replaces the incurred loss methodology with an expected loss model known as the Current Expected Credit Loss ("CECL") model. CECL amends the previous credit loss model to reflect a reporting entity's current estimate of all expected credit losses, not only based on historical experience and current conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost. The allowance for loan losses required under ASU 2016-13 is deducted from the respective loans’ amortized cost basis on our unaudited consolidated balance sheets. The guidance also requires a cumulative-effect adjustment to retained earnings as of the beginning of the reporting period of adoption.
In connection with the Company’s adoption of ASU 2016-13 on January 1, 2020, the Company implemented new processes including the utilization of loan loss forecasting models, updates to the Company’s reserve policy documentation, changes to internal reporting processes and related internal controls. The Company has implemented loan loss forecasting models for estimating expected life-time credit losses, at the individual loan level, for its loan portfolio. The CECL forecasting methods used by the Company include (i) a probability of default and loss given default method
11
using underlying third-party CMBS/CRE loan database with historical loan losses from 1998 to 2020 and (ii) probability weighted expected cash flow method, depending on the type of loan and the availability of relevant historical market loan loss data. The Company might use other acceptable alternative approaches in the future depending on, among other factors, the type of loan, underlying collateral, and availability of relevant historical market loan loss data.
The Company estimates the CECL expected credit losses for its loan portfolio at the individual loan level. Significant inputs to the Company’s forecasting methods include (i) key loan-specific inputs such as LTV, vintage year, loan-term, underlying property type, occupancy, geographic location, and others, and (ii) a macro-economic forecast, including unemployment rates, interest rates, commercial real estate prices, and others. These estimates may change in future periods based on available future macro-economic data and might result in a material change in the Company’s future estimates of expected credit losses for its loan portfolio.
In certain instances, the Company considers relevant loan-specific qualitative factors to certain loans to estimate its CECL expected credit losses. The Company considers loan investments that are both (i) expected to be substantially repaid through the operation or sale of the underlying collateral, and (ii) for which the borrower is experiencing financial difficulty, to be “collateral-dependent” loans. For such loans that the Company determines that foreclosure of the collateral is probable, the Company measures the expected losses based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. For collateral-dependent loans that the Company determines foreclosure is not probable, the Company applies a practical expedient to estimate expected losses using the difference between the collateral’s fair value (less costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost basis of the loan.
While we have a formal methodology to determine the adequate and appropriate level of the allowance for loan losses, estimates of inherent loan losses involve judgment and assumptions as to various factors, including current economic conditions. Our determination of adequacy of the allowance for loan losses is based on quarterly evaluations of the above factors. Accordingly, the provision for loan losses will vary from period to period based on management's ongoing assessment of the adequacy of the allowance for loan losses.
Non-accrual loans
Non-accrual loans are the loans for which we are not accruing interest income. Non-accrual loans include PCD (“purchased credit-deteriorated”) loans when principal or interest has been delinquent for 90 days or more.
Troubled debt restructurings
In situations where, for economic or legal reasons related to the borrower’s financial difficulties, we grant concessions for a period of time to the borrower that we would not otherwise consider, the related loans are classified as troubled debt restructurings (“TDR”). These modified terms may include interest rate reductions, principal forgiveness, term extensions, payment forbearance and other actions intended to minimize our economic loss and to avoid foreclosure or repossession of collateral. For modifications where we forgive principal, the entire amount of such principal forgiveness is immediately charged off. Other than resolutions such as foreclosures and sales, we may remove loans held-for-investment from TDR classification, but only if they have been refinanced or restructured at market terms and qualify as a new loan.
Generally, all loans modified in a TDR are placed or remain on non-accrual status at the time of the restructuring. However, certain accruing loans modified in a TDR that are current at the time of restructuring may remain on accrual status if payment in full under the restructured terms is expected.
Additionally, based on recently issued regulatory guidance provided by federal and state regulatory agencies, loan modifications made in response to the COVID-19 pandemic are not considered TDRs if loans were considered current at the date the modification program was implemented.
Loans, held for sale, at fair value
Loans, held for sale, at fair value are loans that are expected to be sold to third parties in the near term. Interest is recognized as interest income in the unaudited interim consolidated statements of income when earned and deemed collectible. For loans originated by our SBC originations and SBA originations segments, changes in fair value are
12
recurring and are reported as net unrealized gain (loss) in the unaudited interim consolidated statements of income. For originated SBA loans, the guaranteed portion is held for sale, at fair value. For loans originated by GMFS, changes in fair value are reported as residential mortgage banking activities in the unaudited interim consolidated statements of income.
Mortgage backed securities, at fair value
The Company accounts for MBS as trading securities and carries them at fair value under ASC 320, Investments-Debt and Equity Securities. Our MBS portfolio is comprised of asset-backed securities collateralized by interest in or obligations backed by pools of SBC loans.
Purchases and sales of MBS are recorded as of the trade date. Our MBS securities pledged as collateral against borrowings under repurchase agreements are included in mortgage backed securities, at fair value on our unaudited interim consolidated balance sheets.
MBS are recorded at fair value as determined by market prices provided by independent broker dealers or other independent valuation service providers. The fair values assigned to these investments are based upon available information and may not reflect amounts that may be realized. We generally intend to hold our investment in MBS to generate interest income; however, we have and may continue to sell certain of our investment securities as part of the overall management of our assets and liabilities and operating our business.
Loans eligible for repurchase from Ginnie Mae
When the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due), the Company then records the right to repurchase the loan as an asset and liability in its unaudited interim consolidated balance sheets. Such amounts reflect the unpaid principal balance of the loans.
Derivative instruments, at fair value
Subject to maintaining our qualification as a REIT for U.S. federal income tax purposes, we utilize derivative financial instruments, currently comprised of credit default swaps (“CDSs”), interest rate swaps, and interest rate lock commitments (“IRLCs”) as part of our risk management. The Company accounts for derivative instruments under ASC 815, Derivatives and Hedges.
All derivatives are reported as either assets or liabilities in the unaudited interim consolidated balance sheets at the estimated fair value with the changes in the fair value recorded in earnings, unless hedge accounting is elected.
As of June 30, 2020, the Company has offset $8.8 million of cash collateral receivable against our gross derivative liability positions. As of June 30, 2020 and December 31, 2019, the cash collateral receivable for derivatives that has not been offset against our derivative liability positions is $11.5 million and $9.5 million, respectively, and is included in restricted cash in the unaudited interim consolidated balance sheets.
Interest rate swap agreements
An interest rate swap is an agreement between two counterparties to exchange periodic interest payments where one party to the contract makes a fixed-rate payment in exchange for a floating-rate payment from the other party. The dollar amount each party pays is an agreed-upon periodic interest rate multiplied by some pre-determined dollar principal (notional amount). No principal (notional amount) is exchanged between the two parties at trade initiation date. Only interest payments are exchanged. Interest rate swaps are classified as Level 2 in the fair value hierarchy. The fair value adjustments are reported within net unrealized gain (loss) on financial instruments, while the related interest income or interest expense, are reported within net realized gain (loss) on financial instruments in the unaudited interim consolidated statements of income.
IRLCs
IRLCs are agreements under which GMFS agrees to extend credit to a borrower under certain specified terms and conditions in which the interest rate and the maximum amount of the loan are set prior to funding. Unrealized gains and
13
losses on the IRLCs, reflected as derivative assets and derivative liabilities, respectively, are measured based on the value of the underlying mortgage loan, quoted government-sponsored enterprise Fannie Mae, Freddie Mac, and the Government National Mortgage Association ((“Ginnie Mae”), collectively, “GSEs”) or MBS prices, estimates of the fair value of the mortgage servicing rights (“MSRs”) and the probability that the mortgage loan will fund within the terms of the IRLC, net of commission expense and broker fees. The realized and unrealized gains or losses are reported in the unaudited interim consolidated statements of income as residential mortgage banking activities. IRLCs are classified as Level 3 in the fair value hierarchy.
FX forwards
FX forwards are agreements between two counterparties to exchange a pair of currencies at a set rate on a future date. FX forward contracts are used to convert the foreign currency risk to U.S. dollars to mitigate exposure to fluctuations in FX rates. The fair value adjustments are reported within net unrealized gain (loss) on financial instruments in the consolidated statements of income. FX forwards are classified as Level 2 in the fair value hierarchy.
CDSs
CDSs are contracts between two parties, a protection buyer, who makes fixed periodic payments, and a protection seller, who collects the premium in exchange for making the protection buyer whole in the case of default. The fair value adjustments are reported within net unrealized gain (loss) on financial instruments, while the related interest income or interest expense, are reported within net realized gain (loss) on financial instruments in the unaudited interim consolidated statements of income. CDS are classified as Level 2 in the fair value hierarchy.
Hedge accounting
As a general rule, hedge accounting is permitted where the Company is exposed to a particular risk, such as interest rate risk, that causes changes in the fair value of an asset or liability or variability in the expected future cash flows of an existing asset, liability, or forecasted transaction that may affect earnings.
To qualify as an accounting hedge under the hedge accounting rules (versus an economic hedge where hedge accounting is not applied), a hedging relationship must be highly effective in offsetting the risk designated as being hedged. We use cash flow hedges to hedge the exposure to variability in cash flows from forecasted transactions, including the anticipated issuance of securitized debt obligations. ASC 815 requires that a forecasted transaction be identified as either: 1) a single transaction, or 2) a group of individual transactions that share the same risk exposures for which they are designated as being hedged. Hedges of forecasted transactions are considered cash flow hedges since the price is not fixed, hence involve variability of cash flows.
For qualifying cash flow hedges, the change in the fair value of the derivative (the hedging instrument) is recorded in other comprehensive income (loss) ("OCI"), and is reclassified out of OCI and into the consolidated statements of income when the hedged cash flows affect earnings. These amounts are recognized consistent with the classification of the hedged item, primarily interest expense (for hedges of interest rate risk). If the hedge relationship is terminated, then the value of the derivative recorded in accumulated other comprehensive income (loss) ("AOCI") is recognized in earnings when the cash flows that were hedged affect earnings, so long as the forecasted transaction remains probable of occurring. For hedge relationships that are discontinued because a forecasted transaction is probable of not occurring according to the original hedge forecast (including an additional two month window), any related derivative values recorded in AOCI are immediately recognized in earnings. Hedge accounting is generally terminated at the debt issuance date because we are no longer exposed to cash flow variability subsequent to issuance. Accumulated amounts recorded in AOCI at that date are then released to earnings in future periods to reflect the difference in 1) the fixed rates economically locked in at the inception of the hedge and 2) the actual fixed rates established in the debt instrument at issuance. Because of the effects of the time value of money, the actual interest expense reported in earnings will not equal the effective yield locked in at hedge inception multiplied by the par value. Similarly, this hedging strategy does not actually fix the interest payments associated with the forecasted debt issuance.
Servicing rights
Servicing rights initially represent the fair value of expected future cash flows for performing servicing activities for others. The fair value considers estimated future servicing fees and ancillary revenue, offset by estimated costs to service
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the loans, and generally declines over time as net servicing cash flows are received, effectively amortizing the servicing right asset against contractual servicing and ancillary fee income.
Servicing rights are recognized upon sale of loans, including a securitization of loans accounted for as a sale in accordance with GAAP, if servicing is retained. For servicing rights, gains related to servicing rights retained is included in net realized gain (loss) in the unaudited interim consolidated statements of income. For residential mortgage servicing rights, gains on servicing rights retained upon sale of a loan are included in residential mortgage banking activities in the unaudited interim consolidated statements of income.
The Company treats its servicing rights and residential mortgage servicing rights as two separate classes of servicing assets based on the class of the underlying mortgages and it treats these assets as two separate pools for risk management purposes. Servicing rights relating to the Company’s servicing of loans guaranteed by the SBA under its Section 7(a) loan program and servicing rights related to the Freddie Mac program are accounted for under ASC 860, Transfers and Servicing, while the Company’s residential mortgage servicing rights are accounted for under the fair value option under ASC 825, Financial Instruments.
Servicing rights – SBA and Freddie Mac
SBA and Freddie Mac servicing rights are initially recorded at fair value and subsequently carried at amortized cost. We capitalize the value expected to be realized from performing specified servicing activities for others. Servicing rights are amortized in proportion to and over the period of estimated servicing income and are evaluated for potential impairment quarterly.
For purposes of testing our servicing rights for impairment, we first determine whether facts and circumstances exist that would suggest the carrying value of the servicing asset is not recoverable. If so, we then compare the net present value of servicing cash flow with its carrying value. The estimated net present value of servicing cash flows is determined using discounted cash flow modeling techniques, which require management to make estimates regarding future net servicing cash flows, taking into consideration historical and forecasted loan prepayment rates, delinquency rates and anticipated maturity defaults. If the carrying value of the servicing rights exceeds the net present value of servicing cash flows, the servicing rights are considered impaired and an impairment loss is recognized in earnings for the amount by which carrying value exceeds the net present value of servicing cash flows.
We estimate the fair value of servicing rights by determining the present value of future expected servicing cash flows using modeling techniques that incorporate management's best estimates of key variables including estimates regarding future net servicing cash flows, forecasted loan prepayment rates, delinquency rates, and return requirements commensurate with the risks involved. Cash flow assumptions are modeled using our internally forecasted revenue and expenses, and where possible, the reasonableness of assumptions is periodically validated through comparisons to market data. Prepayment speed estimates are determined from historical prepayment rates or obtained from third-party industry data. Return requirement assumptions are determined using data obtained from market participants, where available, or based on current relevant interest rates plus a risk-adjusted spread. We also consider other factors that can impact the value of the servicing rights, such as surety provider termination clauses and servicer terminations that could result if we failed to materially comply with the covenants or conditions of our servicing agreements and did not remedy the failure. Since many factors can affect the estimate of the fair value of servicing rights, we regularly evaluate the major assumptions and modeling techniques used in our estimate and review these assumptions against market comparables, if available. We monitor the actual performance of our servicing rights by regularly comparing actual cash flow, credit, and prepayment experience to modeled estimates.
Servicing rights - Residential (carried at fair value)
The Company’s residential mortgage servicing rights consist of conforming conventional residential loans sold to Fannie Mae and Freddie Mac or loans securitized in Ginnie Mae securities. Government insured loans serviced by the Company are securitized through Ginnie Mae, whereby the Company is insured against loss by the Federal Housing Administration or partially guaranteed against loss by the Department of Veterans Affairs.
The Company has elected to account for its portfolio of residential mortgage servicing rights (“MSRs”) at fair value. For these assets, the Company uses a third-party vendor to assist management in estimating the fair value. The third-party vendor uses a discounted cash flow approach which consists of projecting servicing cash flows discounted at a rate that
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management believes market participants would use in their determinations of fair value. The key assumptions used in the estimation of the fair value of MSRs include prepayment rates, discount rates, default rates, and cost of servicing rates. Residential MSRs are classified as Level 3 in the fair value hierarchy.
Real estate, held for sale
Real estate, held for sale, includes purchased real estate and real estate acquired in full or partial settlement of loan obligations, generally through foreclosure, that is being marketed for sale. Real estate, held for sale is recorded at acquisition at the property’s estimated fair value less estimated costs to sell.
After acquisition, costs incurred relating to the development and improvement of property are capitalized to the extent they do not cause the recorded value to exceed the net realizable value, whereas costs relating to holding and disposition of the property are expensed as incurred. After acquisition, real estate held for sale is analyzed periodically for changes in fair values and any subsequent write down is charged through impairment.
The Company records a gain or loss from the sale of real estate when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of real estate to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether the collectability of the transaction price is probable. Once these criteria are met, the real estate is derecognized and the gain or loss on sale is recorded upon transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. This adjustment is based on management’s estimate of the fair value of the loan extended to the buyer to finance the sale.
Investment in unconsolidated joint ventures
According to ASC 323, Equity Method and Joint Ventures, investors in unincorporated entities such as partnerships and unincorporated joint ventures generally shall account for their investments using the equity method of accounting if the investor has the ability to exercise significant influence over the investee. Under the equity method, we recognize our allocable share of the earnings or losses of the investment monthly in earnings and adjust the carrying amount for our share of the distributions that exceed our earnings.
Purchased future receivables
Through Knight Capital, the Company provides working capital advances to small businesses through the purchase of their future revenues. The Company enters into a contract with the business whereby the Company pays the business an upfront amount in return for a specific amount of the business’s future revenue receivables, known as payback amounts. The payback amounts are primarily received through daily payments initiated by automated clearing house (“ACH”) transactions.
Revenues from purchased future receivables are realized when funds are received under each contract. The allocation of the amount received is determined by apportioning the amount received based upon the factor (discount) rate of the business's contract. Management believes that this methodology best reflects the effective interest method.
The Company has established an allowance for doubtful purchased future receivables. An increase in the allowance for doubtful purchased future receivables results in a charge to income and is reduced when purchased future receivables are charged-off. Purchased future receivables are charged-off after 90 days past due. Management believes that the allowance reflects the risk elements and is adequate to absorb losses inherent in the portfolio. Although management has performed this evaluation, future adjustments may be necessary based on changes in economic conditions or other factors.
Intangible assets
The Company accounts for intangible assets under ASC 350, Intangibles- Goodwill and Other. The Company’s intangible assets include an SBA license, capitalized software, a broker network, trade names, and an acquired favorable lease. The Company capitalizes software costs expected to result in long-term operational benefits, such as replacement systems or new applications that result in significantly increased operational efficiencies or functionality. All other costs incurred in connection with internal use software are expensed as incurred. The Company initially records its intangible assets at cost or fair value and will test for impairment if a triggering event occurs. Intangible assets are included within
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other assets in the consolidated balance sheets. The Company amortizes intangible assets with identified estimated useful lives on a straight-line basis over their estimated useful lives.
Goodwill
The Company recorded goodwill in connection with the Company’s acquisition of Knight Capital. Goodwill is not amortized, but rather, is tested for impairment annually or more frequently if events or changes in circumstances indicate potential impairment. Goodwill represents the excess of the consideration paid over the fair value of net assets acquired in connection with the acquisition of Knight.
In testing goodwill for impairment, the Company follows ASC 350, Intangibles- Goodwill and Other, which permits a qualitative assessment of whether it is more likely than not that the fair value of the reporting unit is less than its carrying value including goodwill. If the qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying value including goodwill, then no impairment is determined to exist for the reporting unit. However, if the qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying value including goodwill, we compare the fair value of that reporting unit with its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its fair value, goodwill is considered impaired with the impairment loss equal to the amount by which the carrying value of the goodwill exceeds the implied fair value of that goodwill.
Deferred financing costs
Costs incurred in connection with our secured borrowings are accounted for under ASC 340, Other Assets and Deferred Costs. Deferred costs are capitalized and amortized using the effective interest method over the respective financing term with such amortization reflected on our unaudited interim consolidated statements of income as a component of interest expense. Deferred financing costs may include legal, accounting and other related fees. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Pursuant to the adoption of ASU 2015-03, unamortized deferred financing costs related to securitizations and note issuances are presented in the unaudited interim consolidated balance sheets as a direct deduction from the associated liability.
Due from servicers
The loan servicing activities of the Company’s acquisitions and SBC originations reportable segments are performed primarily by third-party servicers. SBA loans originated by and held at RCL are internally serviced. Residential mortgage loans originated by and held at GMFS are both serviced by third-party servicers and internally serviced. The Company’s servicers hold substantially all of the cash owned by the Company related to loan servicing activities. These amounts include principal and interest payments made by borrowers, net of advances and servicing fees. Cash is generally received within thirty days of recording the receivable.
The Company is subject to credit risk to the extent any servicer with whom the Company conducts business is unable to deliver cash balances or process loan-related transactions on the Company’s behalf. The Company monitors the financial condition of the servicers with whom the Company conducts business and believes the likelihood of loss under the aforementioned circumstances is remote.
Secured borrowings
Secured borrowings include borrowings under credit facilities, borrowings under repurchase agreements, and promissory notes.
Borrowings under credit facilities
The Company accounts for borrowings under credit facilities under ASC 470, Debt. The Company partially finances its loans, net through credit agreements with various counterparties. These borrowings are collateralized by loans, held-for-investment, and loans, held for sale, at fair value and have maturity dates within two years from the unaudited interim consolidated balance sheet date. If the fair value (as determined by the applicable counterparty) of the collateral securing these borrowings decreases, we may be subject to margin calls during the period the borrowings are outstanding. In instances where we do not satisfy the margin calls within the required time frame, the counterparty may retain the collateral
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and pursue collection of any outstanding debt amount from us. Interest paid and accrued in connection with credit facilities is recorded as interest expense in the unaudited interim consolidated statements of income.
Borrowing under repurchase agreements
Borrowings under repurchase agreements are accounted for under ASC 860, Transfers and Servicing. Investment securities financed under repurchase agreements are treated as collateralized borrowings, unless they meet sale treatment or are deemed to be linked transactions. Through June 30, 2020, none of our repurchase agreements have been accounted for as components of linked transactions. All securities financed through a repurchase agreement have remained on our unaudited interim consolidated balance sheets as an asset and cash received from the lender was recorded on our unaudited interim consolidated balance sheets as a liability. Interest paid and accrued in connection with our repurchase agreements is recorded as interest expense in the unaudited interim consolidated statements of income.
Securitized debt obligations of consolidated VIEs, net
Since 2011, we have engaged in several securitization transactions, which the Company accounts for under ASC 810. Securitization involves transferring assets to an SPE, or securitization trust, and this SPE issues debt instruments. The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the VIE. The consolidation of the SPE includes the issuance of senior securities to third parties, which are shown as securitized debt obligations of consolidated VIEs in the consolidated balance sheets.
Debt issuance costs related to securitizations are presented as a direct deduction from the carrying value of the related debt liability. Debt issuance costs are amortized using the effective interest method and are included in interest expense in the unaudited interim consolidated statements of income.
Convertible note, net
ASC 470 requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. ASC 470-20 requires that the initial proceeds from the sale of these notes be allocated between a liability component and an equity component in a manner that reflects interest expense at the interest rate of similar nonconvertible debt that could have been issued by the Company at such time. We measured the estimated fair value of the debt component of our convertible notes as of the issuance date based on our nonconvertible debt borrowing rate. The equity components of the convertible senior notes have been reflected within additional paid-in capital in our unaudited interim consolidated balance sheet, and the resulting debt discount is amortized over the period during which the convertible notes are expected to be outstanding (through the maturity date) as additional non-cash interest expense.
Upon repurchase of convertible debt instruments, ASC 470-20 requires the issuer to allocate total settlement consideration, inclusive of transaction costs, amongst the liability and equity components of the instrument based on the fair value of the liability component immediately prior to repurchase. The difference between the settlement consideration allocated to the liability component and the net carrying value of the liability component, including unamortized debt issuance costs, would be recognized as gain (loss) on extinguishment of debt in our unaudited interim consolidated statements of operations. The remaining settlement consideration allocated to the equity component would be recognized as a reduction of additional paid-in capital in our unaudited interim consolidated balance sheets.
Senior secured notes, net
The Company accounts for secured debt offerings under ASC 470. Pursuant to the adoption of ASU 2015-03, the Company’s senior secured notes are presented net of debt issuance costs. These senior secured notes are collateralized by loans, MBS, and retained interests of consolidated VIE’s. Interest paid and accrued in connection with senior secured notes is recorded as interest expense in the unaudited interim consolidated statements of income.
Corporate debt, net
The Company accounts for corporate debt offerings under ASC 470. The Company’s corporate debt is presented net of debt issuance costs. Interest paid and accrued in connection with corporate debt is recorded as interest expense in the unaudited interim consolidated statements of income.
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Guaranteed loan financing
Certain partial loan sales do not qualify for sale accounting under ASC 860 because these sales do not meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain as an investment in the unaudited interim consolidated balance sheets and the proceeds from the portion sold is recorded as guaranteed loan financing in the liabilities section of the unaudited interim consolidated balance sheets. For these partial loan sales, the interest earned on the entire loan balance is recorded as interest income and the interest earned by the buyer in the partial loan sale is recorded within interest expense in the accompanying unaudited interim consolidated statements of income.
Repair and denial reserve
The repair and denial reserve represents the potential liability to the SBA in the event that we are required to make the SBA whole for reimbursement of the guaranteed portion of SBA loans. We may be responsible for the guaranteed portion of SBA loans if there are lien and collateral issues, unauthorized use of proceeds, liquidation deficiencies, undocumented servicing actions or denial of SBA eligibility. This reserve is calculated using an estimated frequency of a repair and denial event upon default, as well as an estimate of the severity of the repair and denial as a percentage of the guaranteed balance.
Variable interest entities
VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties; or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity. The entity that has a financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the VIE. An entity is deemed to be the primary beneficiary of a VIE if the entity has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.
In determining whether we are the primary beneficiary of a VIE, we consider both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE, such as our role establishing the VIE and our ongoing rights and responsibilities, the design of the VIE, our economic interests, servicing fees and servicing responsibilities, and other factors.
We perform ongoing reassessments to evaluate whether changes in the entity’s capital structure or changes in the nature of our involvement with the entity result in a change to the VIE designation or a change to our consolidation conclusion.
Non-controlling interests
Non-controlling interests, which are presented in the unaudited interim consolidated balance sheets and the unaudited interim consolidated statements of income, represent direct investment in the Operating Partnership by Sutherland OP Holdings II, Ltd., which is managed by our Manager, and third parties.
Fair value option
ASC 825, Financial Instruments, provides a fair value option election that allows entities to make an election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to this guidance are required to be reported separately in our unaudited interim consolidated balance sheets from those instruments using another accounting method.
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We have elected the fair value option for certain loans held-for-sale originated by the Company that we intend to sell in the near term. The fair value elections for loans, held for sale at fair value originated by the Company were made due to the short-term nature of these instruments.
We have elected the fair value option for loans held-for-sale originated by GMFS that the Company intends to sell in the near term. We have elected the fair value option for certain residential mortgage servicing rights acquired as part of the merger transaction.
Earnings per share
We present both basic and diluted earnings per share (“EPS”) amounts in our unaudited interim consolidated financial statements. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from our share-based compensation, consisting of unvested restricted stock units (“RSUs”), unvested restricted stock awards (“RSAs”), as well as “in-the-money” conversion options associated with our outstanding convertible senior notes. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period.
All of the Company’s unvested RSUs and unvested RSAs contain rights to receive non-forfeitable dividends and, thus, are participating securities. Due to the existence of these participating securities, the two-class method of computing EPS is required, unless another method is determined to be more dilutive. Under the two-class method, undistributed earnings are reallocated between shares of common stock and participating securities.
Income taxes
GAAP establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s unaudited interim consolidated financial statements or tax returns. We assess the recoverability of deferred tax assets through evaluation of carryback availability, projected taxable income and other factors as applicable. Significant judgment is required in assessing the future tax consequences of events that have been recognized in our unaudited interim consolidated financial statements or tax returns as well as the recoverability of amounts we record, including deferred tax assets.
We provide for exposure in connection with uncertain tax positions, which requires significant judgment by management including determination, based on the weight of the tax law and available evidence, that it is more-likely-than-not that a tax result will be realized. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense on our unaudited interim consolidated statements of income. As of June 30, 2020 and December 31, 2019, we accrued no taxes, interest or penalties related to uncertain tax positions. In addition, we do not anticipate a change in this position in the next 12 months.
Revenue recognition
Revenue is recognized upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized through the following five-step process:
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
Since the updated guidance does not apply to revenue associated with financial instruments, including interest income, realized or unrealized gains on financial instruments, loan servicing fees, loan origination fees, among other revenue streams, the adoption of this standard did not have a material impact on our unaudited interim consolidated financial statements. The revenue recognition guidance also included revisions to existing accounting rules regarding the determination of whether a company is acting as a principal or agent in an arrangement and accounting for sales of
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nonfinancial assets where the seller has continuing involvement. These additional revisions also did not materially impact the Company.
Interest income
Interest income on loans, held-for-investment, loans, held at fair value, loans, held for sale, at fair value, and MBS, at fair value is accrued based on the outstanding principal amount and contractual terms of the instrument. Discounts or premiums associated with the loans and investment securities are amortized or accreted into interest income as a yield adjustment on the effective interest method, based on contractual cash flows through the maturity date of the investment. On at least a quarterly basis, we review and, if appropriate, make adjustments to the accrual status of the asset. If the asset has been delinquent for the previous 90 days, the asset status will turn to non-accrual, and recognition of interest income will be suspended until the asset resumes contractual payments for three consecutive months.
Realized gains (losses)
Upon the sale or disposition (not including the prepayment of outstanding principal balance) of loans or securities, the excess (or deficiency) of net proceeds over the net carrying value or cost basis of such loans or securities is recognized as a realized gain (loss).
Origination income and expense
Origination income represents fees received for origination of either loans, held at fair value, loans, held for sale, at fair value, or loans, held-for-investment. For loans held, at fair value, and loans, held for sale, at fair value, pursuant to ASC 825, the Company reports origination fee income as revenue and fees charged and costs incurred as expenses. These fees and costs are excluded from the fair value. For originated loans, held-for-investment, under ASC 310-10, the Company defers these origination fees and costs at origination and amortizes them under the effective interest method over the life of the loan. Origination fees and expenses for loans, held at fair value and loans, held for sale, at fair value, are presented in the unaudited interim consolidated statements of income as components of other income and operating expenses. Origination fees for residential mortgage loans originated by GMFS are presented in the unaudited interim consolidated statements of income in residential mortgage banking activities, while origination expenses are presented within variable expenses on residential mortgage banking activities. The amortization of net origination fees and expenses for loans, held-for-investment are presented in the unaudited interim consolidated statements of income as a component of interest income.
Residential mortgage banking activities
Residential mortgage banking activities reflect revenue within our residential mortgage banking business directly related to loan origination and sale activity. This primarily consists of the realized gains on sales of residential loans held for sale and loan origination fee income, Residential mortgage banking activities also consists of unrealized gains and losses associated with the changes in fair value of the loans held for sale, the fair value of retained MSR additions, and the realized and unrealized gains and losses from derivative instruments.
Gains and losses from the sale of mortgage loans held for sale are recognized based upon the difference between the sales proceeds and carrying value of the related loans upon sale and is included in residential mortgage banking activities, in the unaudited interim consolidated statements of income. Sales proceeds reflect the cash received from investors from the sale of a loan plus the servicing release premium if the related MSR is sold. Gains and losses also include the unrealized gains and losses associated with the mortgage loans held for sale and the realized and unrealized gains and losses from IRLCs.
Loan origination fee income represents revenue earned from originating mortgage loans held for sale and are reflected in residential mortgage banking activities, when loans are sold.
Variable expenses on residential mortgage banking activities
Loan expenses include indirect costs related to loan origination activities, such as correspondent fees, and are expensed as incurred and are included within variable expenses on residential mortgage banking activities on the Company’s unaudited interim consolidated statements of income. The provision for loan indemnification includes the fair value of the incurred liability for mortgage repurchases and indemnifications recognized at the time of loan sale and any other
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provisions recorded against the loan indemnification reserve. Loan origination costs directly attributable to the processing, underwriting, and closing of a loan are included in the gain on sale of mortgage loans held for sale when loans are sold.
Foreign currency transactions
Assets and liabilities denominated in non-U.S. currencies are translated into U.S. dollars using foreign currency exchange rates prevailing at the end of the reporting period. Revenue and expenses are translated at the average exchange rates for each reporting period. Foreign currency remeasurement gains or losses on transactions in nonfunctional currencies are recognized in earnings. Gains or losses on translation of the financial statements of a non-U.S. operation, when the functional currency is other than the U.S. dollar, are included, net of taxes, in the consolidated statements of comprehensive income.
Note 4 – Recently issued accounting pronouncements
Financial Accounting Standards Board ("FASB") Standards adopted during 2020
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ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments |
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Replaces existing incurred loss impairment guidance and establishes a single allowance framework for financial assets carried at amortized cost, which will reflect management's estimate of credit losses over the full remaining expected life of the financial assets and will consider expected future changes in macroeconomic conditions. |
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Adopted January 1, 2020. |
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Issued June 2016 |
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Eliminates existing guidance for PCI loans, and requires recognition of the accretable difference as an increase to the allowance for expected credit losses on financial assets purchased with more than insignificant credit deterioration since origination, with a corresponding increase in the recorded investment of related loans. |
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The Company adopted ASU 2016-13 using the modified retrospective method for all loans carried at amortized cost. We recorded a $6.8 million cumulative-effect adjustment to the opening retained earnings (net of taxes) in our consolidated statement of equity as of January 1, 2020. The Company's total increase in the allowance for loan losses was $11.1 million, which included a $3.6 million allowance for loan loss balance sheet gross up, relating to purchased credit deteriorated loans. |
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Requires inclusion of expected recoveries, limited to the cumulative amount of prior write-offs, when estimating the allowance for credit losses for in scope financial assets (including collateral dependent assets). |
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Requires a cumulative-effect adjustment to retained earnings as of the beginning of the reporting period of adoption. |
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ASU 2017-4, Intangibles — Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment |
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Requires an impairment loss to be recognized when the estimated fair value of a reporting unit falls below its carrying value. |
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Adopted January 1, 2020. |
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Issued January 2017 |
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Eliminates the second condition in the current guidance that requires an impairment loss to be recognized only if the estimated implied fair value of the goodwill is below its carrying value. |
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Based on current impairment test results, the adoption did not have a material effect on the consolidated financial statements. |
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The guidance may result in more frequent goodwill impairment losses in future periods due to the removal of the second condition. |
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ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
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Provides guidance on increasing the transparency and comparability of the disclosure requirements for fair value measurement. |
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Adopted in the first quarter of 2020. |
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Issued August 2018 |
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The adoption did not have a material impact on our consolidated financial statements. |
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Note 5 – Business Combinations
Acquisition of Owens Realty Mortgage, Inc.
On November 7, 2018, the Company entered into an Agreement and Plan of Merger as amended, (the “Merger Agreement”) with ORM, a specialty finance company that focused on the origination, investment, and management of commercial real estate loans. Pursuant to the Merger Agreement, the Company acquired ORM in a stock-for-stock transaction with an aggregate purchase price equal to 99.0% of ORM’s book value. Upon the closing, each outstanding share of ORM’s common stock was converted into the right to receive 1.441 shares of the Company common stock, based on a fixed exchange ratio.
On March 29, 2019, the Company completed the acquisition of ORM, through a merger of ORM with and into a wholly owned subsidiary of the Company, in exchange for approximately 12.2 million shares of the Company’s common stock. The total purchase price for the merger of $179.3 million consisted exclusively of the Company’s common stock issued in exchange for shares of ORM common stock and cash paid in lieu of fractional shares of the Company’s common stock, and was based on the $14.67 closing price of the Company’s common stock on March 29, 2019.
The consideration transferred was allocated to the assets acquired and liabilities assumed based on their respective fair values. The methodologies used and key assumptions made to estimate the fair value of the assets acquired and liabilities assumed are primarily based on future cash flows and discount rates. The following table summarizes the fair value of assets acquired and liabilities assumed from the merger:
For acquired loan receivables, the gross contractual unpaid principal acquired is $134.8 million and we expect to collect all contractual amounts.
The aggregate consideration transferred, net assets acquired, and the related bargain purchase gain was as follows:
Based on the calculation, the Company has determined the transaction resulted in a bargain purchase gain, which is predominantly the result of changes in the market price of the Company’s common stock between the determination date and the closing date of the transaction. This gain is reflected separately within the unaudited interim consolidated statements of income under gain on bargain purchase.
Acquisition-related costs directly attributable to the ORM Merger, including legal, accounting, valuation, and other professional or consulting fees, totaling $0.6 million and $6.0 million for the three and six months ended June 30, 2019, were expensed as incurred and are reflected separately within the unaudited interim consolidated statements of income.
23
The following pro-forma income and earnings (unaudited) of the combined company are presented for the three months ended March 31, 2019, as if the merger had occurred on January 1, 2019:
Non-recurring pro-forma transaction costs directly attributable to the merger were $8.4 million for the three months ended March 31, 2019 and have been deducted from the non-interest expense amount above. These costs included legal, accounting, valuation, and other professional or consulting fees directly attributable to the merger. The Company excluded the bargain purchase gain of $30.7 million from the amount above.
Acquisition of Knight Capital
On October 25, 2019, the Company acquired Knight Capital. Knight Capital is a technology-driven platform that provides working capital to small and medium businesses across the U.S. Through its platform, Knight Capital supports business operations by offering a faster alternative to conventional bank funding. The total purchase price for the merger of $27.8 million consists of $17.5 million of cash and $10.3 million of Ready Capital common stock.
The purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values. The following table summarizes the fair value of assets acquired and liabilities assumed from the merger:
The aggregate consideration transferred, net assets acquired, and the related goodwill was as follows:
The acquired intangible assets are definite-lived assets consisting of technology, brokers network and trade name. The estimated fair values of the technology and brokers network were determined using the cost replacement method, and the fair value of the trade name was determined using the relief from royalty method. The estimated fair values of the intangible assets are primarily based on cost assumptions such as replacement costs, which management believes are reasonable. The fair value of the intangible assets with definite lives is as follows):
24
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Goodwill of $11.2 million was recognized in connection with the Company’s acquisition of Knight Capital as the consideration paid exceeded the fair value of the net assets acquired.
The following pro-forma income and earnings (unaudited) of the combined company are presented for the three and six months ended June 30, 2019, as if the merger had occurred on January 1, 2019:
Note 6 – Loans and allowance for loan losses
The accounting for a loan depends on management’s strategy for the loan, and on whether the loan was credit-deteriorated at the date of acquisition. The Company accounts for loans based on the following loan program categories:
| ● | Originated or purchased loans held-for-investment– originated transitional loans, originated conventional SBC and SBA loans, or acquired loans with no signs of credit deterioration at time of purchase. |
| ● | Loans at fair value – certain originated conventional SBC loans and PPP loans for which the Company has elected the fair value option |
| ● | Loans, held-for-sale, at fair value – originated or acquired that we intend to sell in the near term |
25
Loan portfolio
The following table summarizes the classification, unpaid principal balance (“UPB”), and carrying value of loans held by the Company including loans of consolidated VIEs:
Loan vintage and credit quality indicators
The Company monitors credit quality of our loan portfolio based on primary credit quality indicators. Delinquency rates are a primary credit quality indicator for our types of loans. Loans that are more than 30 days past due provide an early warning of borrowers who may be experiencing financial difficulties and/or who may be unable or unwilling to repay the loan. As the loan continues to age, it becomes clearer that the borrower is likely either unable or unwilling to pay.
The following table summarizes the classification, UPB, and carrying value of loans by year of origination:
26
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(1) Loan balances include specific allowance for loan losses of $14.1 million. |
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(2) Includes Loans, net in consolidated VIEs |
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The following table displays delinquency information on loans, net by year of origination:
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(1) Loan balances include specific allowance for loan losses of $14.1 million. |
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(2) Includes Loans, net in consolidated VIEs |
The following tables display delinquency information on loans, net as of the unaudited interim consolidated balance sheet dates:
In addition to delinquency rates, the current estimated LTV ratio is another indicator that can provide insight into a borrower’s continued willingness to pay, as the delinquency rate of high LTV loans tends to be greater than that for loans where the borrower has equity in the collateral. The geographic distribution of the loan collateral also provides insight as to the credit quality of the portfolio, as factors such as the regional economy, property price changes and specific events such as natural disasters, will affect credit quality. The collateral concentration of the loan portfolio also provides insight as to the credit quality of the portfolio, as certain economic factors or events may have a more pronounced impact on certain sectors or property types.
27
The following tables presents quantitative information on the credit quality of loans, net as of the unaudited interim consolidated balance sheet dates:
As of June 30, 2020 and December 31, 2019, the Company’s total carrying amount of loans in the foreclosure process was $1.1 million and $0.8 million, respectively.
The following table displays the geographic concentration of the Company’s loans, net, secured by real estate recorded on our unaudited interim consolidated balance sheets.
The following table displays the collateral type concentration of the Company’s loans, net, on our unaudited interim consolidated balance sheets.
28
The following table displays the collateral type concentration of the Company’s SBA loans within loans, net, on our unaudited interim consolidated balance sheets.
Allowance for loan losses
The following tables detail the activity of the allowance for loan losses for loans:
29
Non-accrual loans
The following table details information about the Company’s non-accrual loans:
Troubled debt restructurings
If the borrower is determined to be in financial difficulty, then the Company will determine whether a financial concession has been granted to the borrower by analyzing the value of the loan as compared to the recorded investment, modifications of the interest rate as compared to market rates, modification of the stated maturity date, modification of the timing of principal and interest payments and the partial forgiveness of the loan. Modified loans that are classified as TDRs are individually evaluated and measured for impairment.
In March 2020, a joint statement was issued by federal and state regulatory agencies, after consultation with the FASB, to clarify that short-term loan modifications are not TDRs if made on a good-faith basis in response to COVID-19 to borrowers who were current prior to any relief. Under this guidance, six months is provided as an example of short-term, and current is defined as less than 30 days past due at the time the modification program is implemented. The guidance also provides that these modified loans generally will not be classified as non-accrual during the term of the modification. For borrowers who are 30 days or more past due when enrolling in a loan modification program related to the COVID-19 pandemic, we evaluate the loan modifications under our existing TDR framework, and where such a loan modification would result in a concession to a borrower experiencing financial difficulty, the loan will be accounted for as a TDR and will generally not accrue interest.
The following table summarizes the recorded investment of TDRs in the unaudited interim consolidated balance sheet by loan type as of the unaudited interim consolidated balance sheet dates.
30
The following table summarizes the TDR activity that occurred during the three and six months ended June 30, 2020 and 2019 and the financial effects of these modifications.
The Company does not believe the financial impact of the presented TDRs to be material. The other elements of the Company’s modification programs do not have a significant impact on financial results given their relative size, or do not have a direct financial impact as in the case of covenant changes.
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PCD loans
In the three and six months ended June 30, 2020 and 2019, the Company did not acquire any PCD loans.
31
Note 7 – Fair value measurements
The Company adopted the provisions of ASC 820 Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 established a fair value hierarchy that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment, and the state of the marketplace (including the existence and transparency of transactions between market participants). Investments with readily available, actively quoted prices, or for which fair value can be measured from actively quoted prices in an orderly market, will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments measured and reported at fair value are classified and disclosed into one of the following categories based on the inputs as follows:
Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the ability to access.
Level 2 — Pricing inputs are other than quoted prices in active markets, including, but not limited to, quoted prices for similar assets and liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs.
Level 3 — Significant unobservable inputs are based on the best information available in the circumstances, to the extent observable inputs are not available, including the Company’s own assumptions used in determining the fair value of investments. Fair value for these investments are determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.
The following table presents the Company’s financial instruments carried at fair value on a recurring basis as of June 30, 2020:
32
The following table presents the Company’s financial instruments carried at fair value on a recurring basis as of December 31, 2019:
The following tables present a summary of changes in our Level 3 assets and liabilities:
33
The Company’s policy is to recognize transfers in and transfers out as of the end of the period of the event or the date of the change in circumstances that caused the transfer. Transfers between Level 2 and Level 3 generally relate to whether there were changes in the significant relevant observable and unobservable inputs that are available for the fair value measurements of such financial instruments. Transfers into or out of Level 3 of the fair value hierarchy are recorded at the end of the reporting period.
Valuation process for fair value measurements
The Company establishes valuation processes and procedures designed so that fair value measurements are appropriate and reliable, that they are based on observable inputs where possible, and that valuation approaches are consistently applied and the assumptions and inputs are reasonable. The Company has also established processes to provide that the valuation methodologies, techniques and approaches for investments that are categorized within Level 3 of the fair value hierarchy are fair, consistent and verifiable. The Company’s processes provide a framework that ensures the oversight of the Company’s fair value methodologies, techniques, validation procedures, and results.
The Company designates a valuation committee (the “Committee”) to oversee the entire valuation process of the Company’s Level 3 investments. The Committee is comprised of various personnel who are responsible for developing the Company’s written valuation policies, processes and procedures, conducting periodic reviews of the valuation policies, and performing validation procedures on the overall fairness and consistent application of the valuation policies and processes and that the assumptions and inputs used in valuation are reasonable.
The validation procedures overseen by the Committee are also intended to provide that the values received from external third-party pricing sources are consistent with the Company’s Valuation Policy and are carried at fair value. To the extent that there is no exchange pricing, vendor marks or broker quotes readily available, the Company may use an internal valuation model or other valuation methodology that may be based on unobservable market inputs to fair value the investment.
The values provided by a third-party pricing service are calculated based on key inputs provided by the Company including collateral values, unpaid principal balances, cash flow velocity, contractual status and anticipated disposition timelines. In addition, the Company performs an internal valuation used to assess and review the reasonableness and validity of the fair values provided by a third party. The Company also performs analytical procedures, which include automated checks consisting of prior-period variance analysis, comparisons of actual prices to internally calculate expected prices based on observable market changes, analysis of changes in pricing ranges, and relative value and yield comparisons using the Company’s proprietary valuation models.
Upon completion of the review process described above, the Company may provide additional quantitative and qualitative data to the third-party pricing service to consider in valuing certain financial assets and liabilities, as applicable. Such data may include deal specific information not included in the data tape provided to the third party, outliers when compared to the unpaid principal balance and collateral value and knowledge of any impending liquidation of an investment. If deemed necessary by the third party and management, the investments are re-valued by the third party to account for the updated information.
34
The following table summarizes the valuation techniques and significant unobservable inputs used for the Company’s financial instruments that are categorized within Level 3 of the fair value hierarchy as of June 30, 2020 using third party information without adjustment:
| (a) | Prices are weighted based on the unpaid principal balance of the loans and securities included in the range for each class |
| (b) | Price ranges and weighted averages represent interest-only strips with a fair value of $0.3 million as of June 30, 2020 |
The following table summarizes the valuation techniques and significant unobservable inputs used for the Company’s financial instruments that are categorized within Level 3 of the fair value hierarchy as of December 31, 2019 using third-party information without adjustment:
| (a) | Prices are weighted based on the unpaid principal balance of the loans and securities included in the range for each class |
| (b) | Price ranges and weighted averages represent interest-only strips with a fair value of $0.4 million as of December 31, 2019 |
The fair value measurements of these assets are sensitive to changes in assumptions regarding prepayment, probability of default, loss severity in the event of default, forecasts of home prices, and significant activity or developments in the real estate market. Significant changes in any of those inputs in isolation may result in significantly higher or lower fair value measurements. Generally, an increase in the probability of default and loss severity in the event of default would result in a lower fair value measurement. A decrease in these assumptions would have the opposite effect. Conversely, an assumption that the home prices will increase would result in a higher fair value measurement. A decrease in the assumption for home prices would have the opposite effect.
Financial instruments not carried at fair value
The following table presents the carrying value and estimated fair value of our financial instruments that are not carried at fair value in the unaudited interim consolidated balance sheets and are classified as Level 3:
Other assets totaling $13.0 million at June 30, 2020 and $20.7 million at December 31, 2019 are not carried at fair value and include due from servicers and accrued interest, which are reflected in Note 19. Receivable from third parties totaling $0.3 million at June 30, 2020 and $1.2 million at December 31, 2019 are not carried at fair value. For these instruments, carrying value approximates fair value and are classified as Level 3.
35
Accounts payable and other accrued liabilities totaling $25.7 million at June 30, 2020 and $20.0 million at December 31, 2019 are not carried at fair value and include Payable to related parties and Accrued interest payable which are included in Note 19. For these instruments, carrying value approximates fair value and are classified as Level 3.
Note 8 – Mortgage backed securities
The following table presents certain information about the Company’s MBS portfolio, which are classified as trading securities and carried at fair value, as of June 30, 2020 and December 31, 2019.
| (a) | Weighted based on current principal balance |
The following table presents certain information about the maturity of the Company’s MBS portfolio as of June 30, 2020 and December 31, 2019.
| (a) | Weighted based on current principal balance. |
| (b) |
| (c) |
Note 9 - Servicing rights
The Company performs servicing activities for third parties, which primarily include collecting principal, interest and other payments from borrowers, remitting the corresponding payments to investors and monitoring delinquencies. The Company’s servicing fees are specified by pooling and servicing agreements.
36
The following table presents information about the Company’s portfolios of servicing rights:
Servicing rights – SBA and Freddie Mac
The Company’s SBA and Freddie Mac multi-family servicing rights are carried at the lower of cost or amortized cost. The Company estimates the fair value of the SBA and Freddie Mac multi-family servicing rights carried at amortized cost using a combination of internal models and data provided by third-party valuation experts. The assumptions used in our internal models include forward prepayment rates, forward default rates, discount rates, and servicing expenses.
The Company’s models calculate the present value of expected future cash flows utilizing assumptions that we believe are used by market participants. We derive forward prepayment rates, forward default rates and discount rates from historical experience adjusted for prevailing market conditions. Components of the estimated future cash flows include servicing fees, late fees, other ancillary fees and cost of servicing.
The following table presents additional information about the Company’s SBA and Freddie Mac multi-family servicing rights:
The significant assumptions used in the June 30, 2020 and December 31, 2019 estimated valuation of the Company’s SBA and Freddie Mac multi-family servicing rights carried at amortized cost include:
37
These assumptions can change between and at each reporting period as market conditions and projected interest rates change.
The following table reflects the possible impact of 10% and 20% adverse changes to key assumptions on the carrying amount of the Company’s SBA and Freddie Mac multi-family servicing rights.
The estimated future amortization expense for the servicing rights is expected to be as follows:
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(In Thousands) |
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June 30, 2020 |
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2020 |
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$ |
3,282 |
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2021 |
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5,920 |
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2022 |
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|
5,143 |
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2023 |
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|
4,447 |
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2024 |
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|
3,820 |
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Thereafter |
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11,504 |
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Total |
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$ |
34,116 |
Residential mortgage servicing rights
The Company’s residential mortgage servicing rights consist of conforming conventional loans sold to Fannie Mae and Freddie Mac or loans securitized in Ginnie Mae securities. Similarly, the government loans serviced by the Company are securitized through Ginnie Mae, whereby the Company is insured against loss by the Federal Housing Administration or partially guaranteed against loss by the Department of Veteran Affairs.
The following table presents additional information about the Company’s residential mortgage servicing rights carried at fair value:
38
The significant assumptions used in the June 30, 2020 and December 31, 2019 valuation of the Company’s residential mortgage servicing rights carried at fair value include:
The following table reflects the possible impact of 10% and 20% adverse changes to key assumptions on the fair value of the Company’s residential mortgage servicing rights:
Note 10 – Residential mortgage banking activities and variable expenses on residential mortgage banking activities
Residential mortgage banking activities reflect revenue within our residential mortgage banking business directly related to loan origination and sale activity. This primarily consists of the realized gains on sales of residential loans held for sale and loan origination fee income. Residential mortgage banking activities also consists of unrealized gains and losses associated with the changes in fair value of the loans held for sale, the fair value of retained MSR additions, and the realized and unrealized gains and losses from derivative instruments.
Variable expenses include correspondent fee expenses and other direct expenses relating to these loans, which vary based on loan origination volumes.
The following table presents the components of residential mortgage banking activities and variable expenses on residential mortgage banking activities recorded in the Company’s unaudited interim consolidated statements of operations.
39
Note 11 – Secured borrowings
The following tables present certain characteristics of our secured borrowings:
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Carrying Value at |
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Lender |
Asset Class |
Current Maturity |
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Pricing |
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Facility Size |
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Pledged Assets
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June 30, 2020 |
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December 31, 2019 |
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JPMorgan |
Acquired loans, SBA loans |
June 2021 |
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1M L + 2.00 to 2.75% |
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$ |
250,000 |
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$ |
47,576 |
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$ |
34,525 |
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$ |
88,972 |
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Keybank |
Freddie Mac loans |
February 2021 |
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1M L + 1.30% |
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100,000 |
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|
15,355 |
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|
15,071 |
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21,513 |
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East West Bank |
SBA loans |
October 2020 |
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Prime - 0.821 to + 0.29% |
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50,000 |
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|
43,572 |
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|
33,887 |
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|
13,294 |
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Credit Suisse |
Acquired loans (non USD) |
December 2021 |
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Euribor + 2.50% |
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224,680 |
(a) |
|
51,025 |
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|
37,709 |
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37,646 |
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FCB |
Acquired loans |
June 2021 |
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2.75% |
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|
— |
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— |
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— |
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1,354 |
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Comerica Bank |
Residential loans |
March 2021 |
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1M L + 1.75% |
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100,000 |
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92,811 |
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85,930 |
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|
56,822 |
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TBK Bank |
Residential loans |
October 2020 |
|
Variable Pricing |
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|
150,000 |
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|
129,298 |
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|
123,459 |
|
|
52,151 |
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Origin Bank |
Residential loans |
September 2020 |
|
Variable Pricing |
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|
70,000 |
|
|
26,079 |
|
|
24,277 |
|
|
15,343 |
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Associated Bank |
Residential loans |
November 2020 |
|
1M L + 1.50% |
|
|
40,000 |
|
|
22,097 |
|
|
20,477 |
|
|
5,823 |
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East West Bank |
Residential MSRs |
September 2023 |
|
1M L + 2.50% |
|
|
50,000 |
|
|
49,699 |
|
|
37,700 |
|
|
39,900 |
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Credit Suisse |
Purchased future receivables, PPP loans |
June 2021 |
|
1M L + 4.50% |
|
|
150,000 |
|
|
132,438 |
|
|
114,345 |
|
|
34,900 |
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Rabobank |
Real estate |
January 2021 |
|
4.22% |
|
|
14,500 |
|
|
18,953 |
|
|
12,353 |
|
|
12,485 |
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Total borrowings under credit facilities (b) |
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|
|
$ |
1,199,180 |
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$ |
628,903 |
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$ |
539,733 |
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$ |
380,203 |
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Citibank |
Fixed rate, Transitional, Acquired loans |
October 2020 |
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1M L + 1.875 to 2.125% |
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$ |
500,000 |
|
$ |
158,192 |
|
$ |
132,257 |
|
$ |
124,718 |
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Deutsche Bank |
Fixed rate, Transitional loans |
November 2021 |
|
3M L + 2.00 to 2.40% |
|
|
350,000 |
|
|
237,295 |
|
|
165,604 |
|
|
141,356 |
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JPMorgan |
Transitional loans |
December 2020 |
|
1M L + 2.25 to 4.00% |
|
|
400,000 |
|
|
269,399 |
|
|
182,293 |
|
|
250,466 |
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JPMorgan |
MBS |
September 2020 |
|
2.82 to 4.82% |
|
|
81,093 |
|
|
118,452 |
|
|
81,093 |
|
|
93,715 |
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Deutsche Bank |
MBS |
January 2021 |
|
3.54% |
|
|
16,354 |
|
|
20,189 |
|
|
16,354 |
|
|
44,730 |
|
Citibank |
MBS |
August 2020 |
|
4.37 to 5.60% |
|
|
61,244 |
|
|
114,749 |
|
|
61,244 |
|
|
56,189 |
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Bank of America |
MBS |
Matured |
|
1.31 to 1.61% |
|
|
— |
|
|
— |
|
|
— |
|
|
38,954 |
|
RBC |
MBS |
October 2020 |
|
3.03 to 4.43% |
|
|
40,317 |
|
|
60,484 |
|
|
40,317 |
|
|
59,061 |
|
Related party |
Originated SBC, Originated transitional, Acquired loans |
September 2020 |
|
1ML +12.0% |
|
|
35,000 |
|
|
61,226 |
|
|
35,000 |
|
|
— |
|
Total borrowings under repurchase agreements (c) |
|
$ |
1,484,008 |
|
$ |
1,039,986 |
|
$ |
714,162 |
|
$ |
809,189 |
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Total secured borrowings |
|
$ |
2,683,188 |
|
$ |
1,668,889 |
|
$ |
1,253,895 |
|
$ |
1,189,392 |
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|
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(a) The current facility size is €200.0 million but has been converted into USD for purposes of this disclosure.
(b) The weighted average interest rate of borrowings under credit facilities was 3.2% and 4.0% as of June 30, 2020 and December 31, 2019, respectively.
(c) The weighted average interest rate of borrowings under repurchase agreements was 3.7% and 4.2% as of June 30, 2020 and December 31, 2019, respectively.
The following table presents the carrying value of the Company’s collateral pledged with respect to secured borrowings outstanding with our lenders:
The agreements governing the Company’s secured borrowings and promissory note require the Company to maintain certain financial and debt covenants. The Company was in compliance with all debt and financial covenants as of June 30, 2020 and December 31, 2019.
40
Note 12 – Senior secured notes, convertible notes, and corporate debt, net
Senior secured notes, net
During 2017, ReadyCap Holdings LLC, a subsidiary of the Company, issued $140.0 million in 7.50% Senior Secured Notes due 2022. On January 30, 2018 ReadyCap Holdings LLC, issued an additional $40.0 million in aggregate principal amount of 7.50% Senior Secured Notes due 2022, which have identical terms (other than issue date and issue price) to the notes issued during 2017 (collectively “the Senior Secured Notes”). The additional $40.0 million in Senior Secured Notes were priced with a yield to par call date of 6.5%. Payments of the amounts due on the Senior Secured Notes are fully and unconditionally guaranteed by the Company and its subsidiaries: Sutherland Partners LP, Sutherland Asset I, LLC, and ReadyCap Commercial, LLC. The funds were used to fund new SBC and SBA loan originations and new SBC loan acquisitions.
As of June 30, 2020, we were in compliance with all covenants with respect to the Senior Secured Notes.
Convertible notes, net
On August 9, 2017, the Company closed an underwritten public sale of $115.0 million aggregate principal amount of its 7.00% convertible senior notes due 2023 (“Convertible Notes”). The Convertible Notes will mature on August 15, 2023, unless earlier repurchased, redeemed or converted. During certain periods and subject to certain conditions, the Convertible Notes will be convertible by holders into shares of the Company's common stock at an initial conversion rate of 1.4997 shares of common stock per $25 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $16.67 per share of common stock. Upon conversion, holders will receive, at the Company's discretion, cash, shares of the Company's common stock or a combination thereof.
The Company may redeem all or any portion of the Convertible Notes, at its option, on or after August 15, 2021, at a redemption price payable in cash equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest. Additionally, upon the occurrence of certain corporate transactions, holders may require the Company to purchase the Convertible Notes for cash at a purchase price equal to 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest.
The Convertible Notes will be convertible only upon satisfaction of one or more of the following conditions: (1) the closing market price of the Company’s common stock is greater than or equal to 120% of the conversion price of the respective Convertible Notes for at least 20 out of 30 days prior to the end of the preceding fiscal quarter, (2) the trading price of the Convertible Notes is less than 98% of the product of (i) the conversion rate and (ii) the closing price of the Company’s common stock during any five consecutive trading day period, (3) the Company issues certain equity instruments at less than the 10-day average closing market price of its common stock or the per-share value of certain distributions exceeds the market price of the Company’s common stock by more than 10%, or (4) certain other specified corporate events (significant consolidation, sale, merger share exchange, etc.) occur.
At issuance, we allocated $112.7 million and $2.3 million of the carrying value of the Convertible Notes to its debt and equity components, respectively, before the allocation of deferred financing costs. As of June 30, 2020, we were in compliance with all covenants with respect to the Convertible Notes.
Corporate debt, net
On April 27, 2018, the Company completed the public offer and sale of $50,000,000 aggregate principal amount of its 6.50% Senior Notes due 2021 (the “2021 Notes”). The Company issued the 2021 Notes under a base indenture, dated August 9, 2017, as supplemented by the second supplemental indenture, dated as of April 27, 2018, between the Company and U.S. Bank National Association, as trustee. The 2021 Notes bear interest at a rate of 6.50% per annum, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, beginning on July 30, 2018. The 2021 Notes will mature on April 30, 2021, unless earlier redeemed or repurchased.
The Company may redeem for cash all or any portion of the 2021 Notes, at its option, on or after April 30, 2019 and before April 30, 2020 at a redemption price equal to 101% of the principal amount of the 2021 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. On or after April 30, 2020, the Company may redeem
41
for cash all or any portion of the 2021 Notes, at its option, at a redemption price equal to 100% of the principal amount of the 2021 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company undergoes a change of control repurchase event, holders may require it to purchase the 2021 Notes, in whole or in part, for cash at a repurchase price equal to 101% of the aggregate principal amount of the 2021 Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, as described in greater detail in the Indenture.
The 2021 Notes are the Company’s senior direct unsecured obligations and will not be guaranteed by any of its subsidiaries, except to the extent described in the Indenture upon the occurrence of certain events. The 2021 Notes rank equal in right of payment to any of the Company’s existing and future unsecured and unsubordinated indebtedness; effectively junior in right of payment to any of its existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness, other liabilities (including trade payables) and (to the extent not held by the Company) preferred stock, if any, of its subsidiaries.
On July 22, 2019, the Company completed the public offer and sale of $57.5 million aggregate principal amount of its 6.20% Senior Notes due 2026 (the “2026 Notes” and together with the 2021 Notes, the “Corporate Debt”), which includes $7.5 million aggregate principal amount of the 2026 Notes relating to the full exercise of the underwriters’ over-allotment option. The net proceeds from the sale of the 2026 Notes are approximately $55.3 million, after deducting underwriters’ discount and estimated offering expenses. The Company will contribute the net proceeds to Sutherland Partners, L.P. (the “Operating Partnership”), its operating partnership subsidiary, in exchange for the issuance by the Operating Partnership of a senior unsecured note with terms that are substantially equivalent to the terms of the 2026 Notes. The Operating Partnership intends to use the net proceeds to originate or acquire the Company’s target assets and for general business purposes.
The 2026 Notes bear interest at a rate of 6.20% per annum, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, beginning on October 30, 2019. The 2026 Notes will mature on July 30, 2026, unless earlier repurchased or redeemed.
The Company may redeem for cash all or any portion of the 2026 Notes, at its option, on or after July 30, 2022 and before July 30, 2025 at a redemption price equal to 101% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. On or after July 30, 2025, the Company may redeem for cash all or any portion of the 2026 Notes, at its option, at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company undergoes a change of control repurchase event, holders may require it to purchase the 2026 Notes, in whole or in part, for cash at a repurchase price equal to 101% of the aggregate principal amount of the 2026 Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, as described in greater detail in the Indenture.
The 2026 Notes are the Company’s senior unsecured obligations and will not be guaranteed by any of its subsidiaries, except to the extent described in the Indenture upon the occurrence of certain events. The 2026 Notes rank equal in right of payment to any of the Company’s existing and future unsecured and unsubordinated indebtedness; effectively junior in right of payment to any of its existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness, other liabilities (including trade payables) and (to the extent not held by the Company) preferred stock, if any, of its subsidiaries.
In December 2019, the Company completed the public offer and sale of $45.0 million aggregate principal amount of the 2026 Notes. The new notes have the same terms (expect with respect to issue date, issue price and the date from which interest will accrue) as, are fully fungible with and are treated as a single series of debt securities as, the 6.20% Senior Notes due 2026 the Company issued on July 22, 2019.
As of June 30, 2020, we were in compliance with all covenants with respect to the corporate debt.
42
The following table presents the components of the Senior Secured Notes, Convertible Notes, and Corporate Debt, including the carrying value for the aggregate contractual maturities, in the consolidated balance sheet:
| (1) | Interest on the Senior Secured Notes is payable semiannually on each February 15 and August 15, beginning on August 15, 2017. |
| (2) | Interest on the Convertible Notes is payable quarterly on February 15, May 15, August 15, and November 15 of each year, beginning on November 15, 2017. |
| (3) | Represents the discount created by separating the conversion option from the debt host instrument. |
| (4) | Interest on the corporate debt is payable January 30, April 30, July 30, and October 30 of each year, beginning on July 30, 2018. |
| (5) | Interest on the corporate debt is payable January 30, April 30, July 30, and October 30 of each year, beginning on October 30, 2019. |
The following table presents the contractual maturities of the Senior Secured Notes, Convertible Notes, and Corporate debt:
Note 13 – Guaranteed loan financing
Participations or other partial loan sales which do not meet the definition of a participating interest remain as an investment in the unaudited interim consolidated balance sheets and the portion sold is recorded as guaranteed loan financing in the liabilities section of the unaudited interim consolidated balance sheets. For these partial loan sales, the interest earned on the entire loan balance is recorded as interest income and the interest earned by the buyer in the partial loan sale is recorded within interest expense in the accompanying unaudited interim consolidated statements of income.
The following table presents guaranteed loan financing and the related interest rates and maturity dates:
43
The following table summarizes contractual maturities of total guaranteed loan financing outstanding:
|
|
|
|
|
|
(In Thousands) |
|
June 30, 2020 |
|
|
2020 |
|
$ |
154 |
|
2021 |
|
|
996 |
|
2022 |
|
|
2,041 |
|
2023 |
|
|
3,029 |
|
2024 |
|
|
4,292 |
|
Thereafter |
|
|
426,020 |
|
Total |
|
$ |
436,532 |
Our guaranteed loan financings are secured by loans, net of $438.0 million and $487.2 million as of June 30, 2020 and December 31, 2019, respectively.
Note 14 – Variable interest entities and securitization activities
In the normal course of business, we enter into certain types of transactions with entities that are considered to be VIEs. Our primary involvement with VIEs has been related to our securitization transactions in which we transfer assets to securitization trusts. We primarily securitize our acquired and originated loans, which provides a source of funding for us and has enabled us to transfer a certain portion of the economic risk of the loans or related debt securities to third parties.
We also transfer originated loans to securitization trusts sponsored by third parties, most notably Freddie Mac. Third-party securitizations are securitization entities in which we maintain an economic interest, but do not sponsor.
The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the VIE. The majority of the VIEs in which we have been involved in are consolidated within our financial statements. See Note 3 for a discussion of our accounting policies applied to the consolidation of the VIE and transfer of the loans in connection with the securitization.
Securitization-related VIEs
Company sponsored securitizations
In a securitization transaction, assets are transferred to a trust, which generally meets the definition of a VIE. Our primary securitization activity is in the form of SBC and SBA loan securitizations, conducted through securitization trusts which we consolidate, as we determined that we are the primary beneficiary.
For financial statement reporting purposes, since the underlying trust is consolidated, the securitization is effectively viewed as a financing of the loans that were securitized to enable the senior security to be created and sold to a third-party investor. As such, the senior security is presented in the consolidated balance sheets as securitized debt obligations of consolidated VIEs. The third-party beneficial interest holders in the VIE have no recourse against the Company, except that the Company has an obligation to repurchase assets from the VIE in the event that certain representations and warranties in relation to the loans sold to the VIE are breached. In the absence of such a breach, the Company has no obligation to provide any other explicit or implicit support to any VIE.
The securitization trust receives principal and interest on the underlying loans and distributes those payments to the certificate holders. The assets and other instruments held by the securitization trust are restricted in that they can only be used to fulfill the obligations of the securitization trust. The risks associated with the Company’s involvement with the VIE is limited to the risks and rights as a certificate holder of the securities retained by the Company.
44
The consolidation of the securitization transactions includes the senior securities issued to third parties which are shown as securitized debt obligations of consolidated VIEs in the unaudited interim consolidated balance sheets. The following table presents additional information on the Company’s securitized debt obligations:
(1) Excludes non-company sponsored securitized debt obligations of $43.6 million and $7.3 million that are consolidated in the unaudited interim consolidated balance sheets as of June 30, 2020 and December 31, 2019, respectively.
Repayment of our securitized debt will be dependent upon the cash flows generated by the loans in the securitization trust that collateralize such debt. The actual cash flows from the securitized loans are comprised of coupon interest, scheduled principal payments, prepayments and liquidations of the underlying loans. The actual term of the securitized debt may differ significantly from our estimate given that actual interest collections, mortgage prepayments and/or losses on liquidation of mortgages may differ significantly from those expected.
Third-party sponsored securitizations
For third-party sponsored securitizations, we determined that we are not the primary beneficiary because we do not have the power to direct the activities that most significantly impact the economic performance of these entities. Specifically, we do not manage these entities or otherwise solely hold decision making powers that are significant, which include special servicing decisions. As a result of this assessment, we do not consolidate any of the underlying assets and liabilities of these trusts, we only account for our specific interests in them.
Other VIEs
Other VIEs include a variable interest that we hold in an acquired joint venture investment that we account for as an equity method investment. We do not consolidate these entities because we do not have the power to direct the activities that most significantly impact their economic performance, we only account for our specific interest in them.
Assets and liabilities of consolidated VIEs
The following table reflects the securitized assets and liabilities for VIEs that we consolidate on our consolidated balance sheets:
45
Assets of unconsolidated VIEs
The following table reflects our variable interests in identified VIEs, of which we are not the primary beneficiary, as of June 30, 2020 and December 31, 2019:
Note 15 – Interest income and interest expense
Interest income and interest expense are recorded in the unaudited interim consolidated statements of income and classified based on the nature of the underlying asset or liability.
The following table presents the components of interest income and expense:
Note 16 – Derivative instruments
The Company is exposed to changing interest rates and market conditions, which affect cash flows associated with borrowings. The Company uses derivative instruments to manage interest rate risk and conditions in the commercial mortgage market and, as such, views them as economic hedges. Interest rate swaps are used to mitigate the exposure to changes in interest rates and involve the receipt of variable-rate interest amounts from a counterparty in exchange for making payments based on a fixed interest rate over the life of the swap contract. CDS are executed in order to mitigate the risk of deterioration in the current credit health of the commercial mortgage market. IRLCs are entered into with customers who have applied for residential mortgage loans and meet certain underwriting criteria. These commitments expose GMFS to market risk if interest rates change, and if the loan is not economically hedged or committed to an investor.
For derivative instruments that the Company has not elected hedge accounting, the fair value adjustments on such instruments are recorded in earnings. The fair value adjustments for interest rate swaps and CDS, along with the related interest income, interest expense and gains (losses) on termination of such instruments, are reported as a net realized gain
46
on financial instruments in the unaudited interim consolidated statements of income. The fair value adjustments for IRLCs, along with the related interest income, interest expense and gains (losses) on termination of such instruments, are reported in residential mortgage banking activities on the unaudited interim consolidated statements of income.
As described in Note 3, for qualifying cash flow hedges, the entire change in the fair value of the derivative is recorded in OCI and recognized in the consolidated statements of income when the hedged cash flows affect earnings. Derivative amounts affecting earnings are recognized consistent with the classification of the hedged item, primarily interest expense. The ineffective portions of the cash flow hedges are immediately recognized in earnings.
The following tables summarize the Company’s use of derivatives and their effect in the unaudited interim consolidated financial statements. Notional amounts included in the table are the average notional amounts on the unaudited interim consolidated balance sheet dates. We believe these are the most relevant measure of volume or derivative activity as they best represent the Company’s exposure to underlying instruments.
The following table summarizes our derivatives, by type, as of June 30, 2020 and December 31, 2019:
The following tables summarize the gains and losses on the Company’s derivatives:
47
The following tables summarize the gains and losses on the Company’s derivatives which have qualified for hedge accounting:
Note 17 – Real estate, held for sale
The following table summarizes the carrying amount of the Company’s real estate holdings as of the unaudited interim consolidated balance sheet dates:
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
June 30, 2020 |
|
December 31, 2019 |
||
|
Acquired ORM Portfolio: |
|
|
|
|
|
|
|
Retail |
|
$ |
18,953 |
|
$ |
19,950 |
|
Mixed Use |
|
|
16,604 |
|
|
17,478 |
|
Land |
|
|
7,255 |
|
|
7,919 |
|
Lodging/Residential |
|
|
3,231 |
|
|
6,280 |
|
Office |
|
|
— |
|
|
1,256 |
|
Total Acquired ORM REO |
|
$ |
46,043 |
|
$ |
52,883 |
|
Other REO held for sale: |
|
|
|
|
|
|
|
Office |
|
$ |
— |
|
|
4,465 |
|
Multi-family |
|
|
— |
|
|
— |
|
SBA |
|
|
306 |
|
|
286 |
|
Mixed Use |
|
|
— |
|
|
279 |
|
Retail |
|
|
660 |
|
|
660 |
|
Total Other REO(1) |
|
$ |
966 |
|
$ |
5,690 |
|
|
|
|
|
|
|
|
|
Total Real estate, held for sale |
|
$ |
47,009 |
|
$ |
58,573 |
|
(1) Excludes $8.3 million of real estate, held for sale within consolidated VIEs. |
|
|
|
|
|
|
Note 18 – Agreements and transactions with related parties
Management agreement
The Company has entered into a management agreement with our Manager (the “Management Agreement”), which describes the services to be provided to us by our Manager and compensation for such services. Our Manager is responsible for managing the Company’s day-to-day operations, subject to the direction and oversight of the Company’s board of directors.
Management fee
Pursuant to the terms of the Management Agreement, our Manager is paid a management fee calculated and payable quarterly in arrears equal to 1.5% per annum of the Company’s stockholders’ equity (as defined in the Management Agreement) up to $500 million and 1.00% per annum of stockholders’ equity in excess of $500 million.
48
The following table presents certain information on the management fee payable to our Manager:
Incentive distribution
Our Manager is entitled to an incentive distribution in an amount equal to the product of (i) 15% and (ii) the excess of (a) core earnings (as defined in the partnership agreement or the operating partnership) on a rolling four-quarter basis over (b) an amount equal to 8.00% per annum multiplied by the weighted average of the issue price per share of the common stock or OP units multiplied by the weighted average number of shares of common stock outstanding, provided that core earnings over the prior twelve calendar quarters (or the period since the closing of the ZAIS Merger, whichever is shorter) is greater than zero. For purposes of determining the incentive distribution payable to our Manager, core earnings is defined under the partnership agreement of the operating partnership in a manner that is similar to the definition of Core Earnings described below under Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” included in this quarterly report on Form 10-Q but with the following additional adjustments which (i) further exclude: (a) the incentive distribution, (b) non-cash equity compensation expense, if any, (c) unrealized gains or losses on SBC loans (not just MBS and MSRs), (d) depreciation and amortization (to the extent we foreclose on any property), and (e) one-time events pursuant to changes in U.S. GAAP and certain other non-cash charges after discussions between our Manager and our independent directors and after approval by a majority of the independent directors and (ii) add back any realized gains or losses on the sales of MBS and on discontinued operations which were excluded from the definition of core earnings described under "Non-GAAP Financial Measures".
The following table presents certain information on the incentive fee payable to our Manager:
The Management Agreement may be terminated upon the affirmative vote of at least two-thirds of our independent directors or the holders of a majority of the outstanding common stock (excluding shares held by employees and affiliates of the Manager), based upon (1) unsatisfactory performance by our Manager that is materially detrimental to the Company or (2) a determination that the management fee payable to our Manager is not fair, subject to our Manager’s right to prevent such a termination based on unfair fees by accepting a mutually acceptable reduction of management fees agreed to by at least two-thirds of our independent directors. The Manager must be provided with written notice of any such termination at least 180 days prior to the expiration of the then existing term. Additionally, upon such a termination by the Company without cause (or upon termination by the Manager due to the Company’s material breach), the management agreement provides that the Company will pay the Manager a termination fee equal to three times the average annual base management fee earned by our Manager during the prior 24-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination, except upon an internalization. Additionally, if the management agreement is terminated under circumstances in which the Company is obligated to make a termination payment to the Manager, the operating partnership shall repurchase, concurrently with such termination, the Class A special unit for an amount equal to three times the average annual amount of the incentive distribution paid or payable in respect of the Class A special unit during the 24-month period immediately preceding such termination, calculated as of the end of the most recently completed fiscal quarter before the date of termination.
The current term of the Management Agreement will expire on October 31, 2020 and is automatically renewed for successive one-year terms on each anniversary thereafter; provided, however, that either the Company, under the certain limited circumstances described above that would require the Company and the operating partnership to make the payments described above, or the Manager may terminate the Management Agreement annually upon 180 days prior notice.
Expense reimbursement
In addition to the management fees and incentive distribution described above, the Company is also responsible for reimbursing our Manager for certain expenses paid by our Manager on behalf of the Company and for certain services
49
provided by our Manager to the Company. Expenses incurred by our Manager and reimbursed by us are typically included in salaries and benefits or general and administrative expense in the unaudited interim consolidated statements of income.
The following table presents certain information on reimbursable expenses payable to our Manager:
Related party master repurchase agreement
In June 2020, the Company entered into a master repurchase agreement with Waterfall Victoria Master Fund II, Ltd, an entity that is managed by our Manager. The repurchase agreement matures in September 2020 and allows for a maximum borrowing amount of $35.0 million at a rate of LIBOR plus 1,200 basis points. As of June 30, 2020, the Company has outstanding borrowings of $35.0 million and has pledged $61.2 million of assets consisting of loans and other assets. Refer to “Note 11 – Secured borrowings” for additional details.
Note 19 – Other assets and other liabilities
The following table details the Company’s other assets and other liabilities as of the unaudited interim consolidated balance sheet dates.
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
June 30, 2020 |
|
December 31, 2019 |
||
|
Other assets: |
|
|
|
|
|
|
|
Deferred tax asset |
|
$ |
31,803 |
|
$ |
31,803 |
|
Tax receivable |
|
|
8,827 |
|
|
4,019 |
|
Deferred loan exit fees |
|
|
13,942 |
|
|
13,039 |
|
Accrued interest |
|
|
9,332 |
|
|
10,583 |
|
Goodwill |
|
|
11,206 |
|
|
11,206 |
|
Due from servicers |
|
|
3,612 |
|
|
10,127 |
|
Right-of-use lease asset |
|
|
4,263 |
|
|
4,531 |
|
Intangible assets |
|
|
7,647 |
|
|
8,309 |
|
Deferred financing costs |
|
|
1,900 |
|
|
2,046 |
|
Other assets |
|
|
11,169 |
|
|
11,262 |
|
Total other assets |
|
$ |
103,701 |
|
$ |
106,925 |
|
Accounts payable and other accrued liabilities: |
|
|
|
|
|
|
|
Deferred tax liability |
|
$ |
18,757 |
|
$ |
18,757 |
|
Accrued salaries, wages and commissions |
|
|
27,863 |
|
|
21,146 |
|
Accrued interest payable |
|
|
19,476 |
|
|
17,305 |
|
Servicing principal and interest payable |
|
|
33,635 |
|
|
14,145 |
|
Repair and denial reserve |
|
|
7,947 |
|
|
5,179 |
|
Payable to related parties |
|
|
6,183 |
|
|
2,697 |
|
Accrued professional fees |
|
|
1,114 |
|
|
1,809 |
|
Lease payable |
|
|
4,347 |
|
|
4,618 |
|
Accrued PPP related costs |
|
|
5,077 |
|
|
— |
|
Payable to third parties |
|
|
15,000 |
|
|
— |
|
Deferred PPP loan revenue |
|
|
14,493 |
|
|
— |
|
Other liabilities |
|
|
12,282 |
|
|
11,751 |
|
Total accounts payable and other accrued liabilities |
|
$ |
166,174 |
|
$ |
97,407 |
Intangible assets
The following table presents information about the intangible assets held by the Company:
Amortization expense related to the intangible assets previously acquired for the three months ended June 30, 2020 and 2019 was $0.3 million and $0.1 million, respectively. Amortization expense related to the intangible assets previously acquired for the six months ended June 30, 2020 and 2019 was $0.7 million and $0.2 million, respectively. Such amounts are recorded as other operating expenses in the consolidated statements of income.
50
At June 30, 2020, accumulated amortization for finite-lived intangible assets is as follows:
Amortization expense related to the finite-lived intangible assets for the five years subsequent to June 30, 2020 is as follows:
|
|
|
|
|
(In Thousands) |
June 30, 2020 |
|
|
2020 |
$ |
661 |
|
2021 |
|
1,295 |
|
2022 |
|
1,268 |
|
2023 |
|
1,242 |
|
2024 |
|
1,210 |
|
Thereafter |
|
971 |
|
Total |
$ |
6,647 |
Loan indemnification reserve
A liability has been established for potential losses related to representations and warranties made by GMFS for loans sold with a corresponding provision recorded for loan indemnification losses. The liability is included in accounts payable and other accrued liabilities in the Company's unaudited interim consolidated balance sheets and the provision for loan indemnification losses is included in variable expenses on residential mortgage banking activities, in the Company's unaudited interim consolidated statements of income. In assessing the adequacy of the liability, management evaluates various factors including historical repurchases and indemnifications, historical loss experience, known delinquent and other problem loans, outstanding repurchase demand, historical rescission rates and economic trends and conditions in the industry. Actual losses incurred are reflected as a reduction of the reserve liability. At June 30, 2020 and December 31, 2019, the loan indemnification reserve was $2.8 million and $2.1 million, respectively.
Because of the uncertainty in the various estimates underlying the loan indemnification reserve, there is a range of losses in excess of the recorded loan indemnification reserve that is reasonably possible. The estimate of the range of possible losses for representations and warranties does not represent a probable loss, and is based on current available information, significant judgment, and a number of assumptions that are subject to change. At June 30, 2020 and December 31, 2019, the reasonably possible loss above the recorded loan indemnification reserve was not considered material.
Note 20 – Other income and operating expenses
Paycheck protection program
On March 27, 2020, the U.S. Congress approved, and President Trump signed into law, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act provides approximately $2 trillion in financial assistance to individuals and businesses resulting from the outbreak of COVID-19. The CARES Act, among other things, provides certain measures to support individuals and businesses in maintaining solvency through monetary relief in the form of financing and loan forgiveness and/or forbearance. The primary catalyst of small business stimulus in the CARES Act is referred to as the Paycheck Protection Program (“PPP”), an SBA loan that temporarily supports businesses in order to retain their workforce during the COVID-19 pandemic.
Through the CARES Act, the initiative calls for existing SBA lenders to extend loans to small businesses to cover payroll, occupancy and operating expenses through the PPP. Furthermore, the PPP includes a 100% guarantee from the federal government for loans up to $10 million and principal forgiveness for borrowers if the funds are used primarily for retaining employees. Beginning in April 2020 the Company, as one of fourteen non-bank SBA lenders, emerged as a prominent player in the market, facilitating access for small businesses to PPP loans throughout the United States. In the aggregate, the Company has facilitated the fundings of approximately $2.7 billion of loans through this program.
51
Based on pricing set forth by the SBA, processing fees paid to PPP lenders are based on the outstanding balance of the note and are tiered as follows:
• 5% for loans of not more than $350,000;
• 3% percent for loans of more than $350,000 and less than $2,000,000; and
• 1% percent for loans of at least $2,000,000
During April 2020, the Company funded loans totaling approximately $114.7 million in outstanding balance, through our online loan application platform. The Company has elected fair value option for these loans that are held-for-investment. As a result of these activities, the Company recognized approximately $5.2 million in processing fees based on the outstanding loan balance of loans originated during April 2020.
On April 28, 2020, the Company entered into a Lender Service Provider (“LSP”) agreement with a third-party. Under this agreement, the Company agreed to provide the following services:
The Company received a fee for providing such services, which represents one-half of the total fees received by the third-party from the SBA, less any agent fees paid directly by the third-party for referrals.
During May 2020, the Company sourced and underwrote approximately $2.5 billion of PPP loans, which were sold to the third-party as part of the LSP agreement. As a result of these activities, the Company recognized an additional $27.1 million of revenue during the second quarter of 2020, resulting in total PPP related revenue of $32.3 million for the second quarter of 2020.
The following table details the balance sheet impact as a result of the Company’s PPP activities:
The following table details the Company’s income and expenses related to its PPP activities:
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Other income and expenses
The following table details the Company’s other income and operating expenses for the unaudited interim consolidated statements of income.
Note 21 – Stockholders’ Equity
Equity offering
In December 2019, we completed a public offering of 6,000,000 shares of our common stock at a public offering price of $15.30 per share and an additional 900,000 shares of common stock at a public offering price of $15.30 per share pursuant to the underwriter’s full exercise of the over-allotment option in January 2020. Proceeds, net of offering costs and expenses were $91.8 million and $13.8 million for December 2019 and January 2020, respectively. There were no equity offerings during 2018.
Common stock dividends
The following table presents cash dividends declared by our board of directors on our common stock from December 12, 2018 through June 30, 2020:
(1) Dividends paid in a combination of cash, not to exceed 20% in the aggregate, and common stock.
Stock incentive plan
The Company currently maintains the 2012 equity incentive plan (“the 2012 Plan”). The 2012 Plan authorizes the Compensation Committee to approve grants of equity-based awards to our officers, directors, and employees of our Manager and its affiliates. The equity incentive plan provides for grants of equity-based awards up to an aggregate of 5% of the shares of the Company’s common stock issued and outstanding from time to time on a fully diluted basis.
The Company’s current policy for issuing shares upon settlement of stock-based incentive awards is to issue new shares. The fair value of the RSUs and RSAs granted, which is determined based upon the stock price on the grant date, is recorded as compensation expense on a straight-line basis over the vesting periods for the awards, with an offsetting increase in stockholders’ equity.
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The following table summarizes the Company’s RSA activity for the three and six months ended June 30, 2020:
During the three and six months ended June 30, 2020, the Company recognized $1.5 million and $2.9 million of noncash compensation expense, respectively, related to its stock-based incentive plan in our unaudited interim consolidated statements of income. During the three and six months ended June 30, 2019, the Company recognized $0.6 million and $1.0 million of noncash compensation, respectively.
At June 30, 2020 and 2019, approximately $17.9 million and $2.6 million of noncash compensation expense related to unvested awards had not yet been charged to net income, respectively. These costs are expected to be amortized into compensation expense ratably over the course of the remainder of the respective vesting periods.
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Note 22 – Earnings per Share of Common Stock
The following table provides information on the basic and diluted earnings per share computations, including the number of shares of common stock used for purposes of these computations:
Participating unvested RSUs were excluded from the computation of diluted shares as their effect was already considered under the more dilutive two-class method used above.
Additionally, as of June 30, 2020, there are potential shares of common stock contingently issuable upon the conversion of the Convertible Notes in the future. The Company has asserted its intent and ability to settle the principal amount of the Convertible Notes in cash. Based on this assessment, the Company determined that it would be appropriate to apply a method similar to the treasury stock method, such that contingently issuable common stock is assessed quarterly along with our other potentially dilutive instruments. In order to compute the dilutive effect, the number of shares included in the denominator of diluted EPS is determined by dividing the “conversion spread value” of the share-settled portion (value above accreted value of face value and interest component) of the instrument by the share price. The “conversion spread value” is the value that would be delivered to investors in shares based on the terms of the bond upon an assumed conversion. As of June 30, 2020, the conversion spread value is currently zero, since the closing price of our common stock does not exceed the conversion rate (strike price) and is “out-of-the-money”, resulting in no impact on diluted EPS.
Certain investors own OP units in our operating partnership. An OP unit and a share of common stock of the Company have substantially the same economic characteristics in as much as they effectively share equally in the net income or loss of the operating partnership. OP unit holders have the right to redeem their OP units, subject to certain restrictions. The redemption is required to be satisfied in shares of common stock or cash at the Company's option, calculated as follows: one share of the Company's common stock, or cash equal to the fair value of a share of the Company's common stock at the time of redemption, for each OP unit. When an OP unit holder redeems an OP unit, non-controlling interests in the operating partnership is reduced and the Company's equity is increased. At June 30, 2020 and December 31, 2019, the non-controlling interest OP unit holders owned 1,175,205 units and 1,117,169 OP units, respectively.
Note 23 – Offsetting assets and liabilities
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association (“ISDA”) Master Agreement with multiple derivative counterparties. An ISDA Master Agreement, published by ISDA, is a bilateral trading agreement between two parties that allow both parties to enter into over-the-counter (“OTC”), derivative contracts. The ISDA Master Agreement contains a Schedule to the Master Agreement and a Credit Support Annex, which governs the maintenance, reporting, collateral management and default process (netting provisions in the event of a default and/or a termination event). Under an ISDA Master Agreement, the Company may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of
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default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events. In addition, certain ISDA Master Agreements allow counterparties to terminate derivative contracts prior to maturity in the event the Company’s stockholders’ equity declines by a stated percentage or the Company fails to meet the terms of its ISDA Master Agreements, which would cause the Company to accelerate payment of any net liability owed to the counterparty. As of June 30, 2020 and December 31, 2019 and for the periods then ended, the Company was in good standing on all of its ISDA Master Agreements or similar arrangements with its counterparties.
For derivatives traded under an ISDA Master Agreement, the collateral requirements are listed under the Credit Support Annex, which is the sum of the mark to market for each derivative contract, the independent amount due to the derivative counterparty and any thresholds, if any. Collateral may be in the form of cash or any eligible securities, as defined in the respective ISDA agreements. Cash collateral pledged to and by the Company with the counterparty, if any, is reported separately in the unaudited interim consolidated balance sheets as restricted cash. All margin call amounts must be made before the notification time and must exceed a minimum transfer amount threshold before a transfer is required. All margin calls must be responded to and completed by the close of business on the same day of the margin call, unless otherwise specified. Any margin calls after the notification time must be completed by the next business day. Typically, the Company and its counterparties are not permitted to sell, rehypothecate or use the collateral posted. To the extent amounts due to the Company from its counterparties are not fully collateralized, the Company bears exposure and the risk of loss from a defaulting counterparty. The Company attempts to mitigate counterparty risk by establishing ISDA agreements with only high grade counterparties that have the financial health to honor their obligations and diversification, entering into agreements with multiple counterparties.
In accordance with ASU 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, the Company is required to disclose the impact of offsetting of assets and liabilities represented in the unaudited interim consolidated balance sheets to enable users of the unaudited interim consolidated financial statements to evaluate the effect or potential effect of netting arrangements on its financial position for recognized assets and liabilities. These recognized assets and liabilities are financial instruments and derivative instruments that are either subject to enforceable master netting arrangements or ISDA Master Agreements or meet the following right of setoff criteria: (a) the amounts owed by the Company to another party are determinable, (b) the Company has the right to set off the amounts owed with the amounts owed by the counterparty, (c) the Company intends to offset, and (d) the Company’s right of offset is enforceable at law. As of June 30, 2020 and December 31, 2019, the Company has elected to offset assets and liabilities associated with its OTC derivative contracts in the unaudited interim consolidated balances sheets.
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The following table provides disclosure regarding the effect of offsetting of the Company’s recognized assets and liabilities presented in the unaudited interim consolidated balance sheets:
| (1) | Amounts presented in these columns are limited in total to the net amount of assets or liabilities presented in the prior column by instrument. In certain cases, there is excess cash collateral or financial assets we have pledged to a counterparty that exceed the financial liabilities subject to a master netting repurchase arrangement or similar agreement. Additionally, in certain cases, counterparties may have pledged excess cash collateral to us that exceeds our corresponding financial assets. In each case, any of these excess amounts are excluded from the table although they are separately reported in our unaudited interim consolidated balance sheets as assets or liabilities, respectively. |
| (1) |
Note 24 – Financial instruments with off-balance sheet risk, credit risk, and certain other risks
In the normal course of business, the Company enters into transactions in various financial instruments that expose us to various types of risk, both on and off balance sheet. Such risks are associated with financial instruments and markets in which the Company invests. These financial instruments expose us to varying degrees of market risk, credit risk, interest rate risk, liquidity risk, off balance sheet risk and prepayment risk.
Market Risk — Market risk is the potential adverse changes in the values of the financial instrument due to unfavorable changes in the level or volatility of interest rates, foreign currency exchange rates, or market values of the underlying financial instruments. We attempt to mitigate our exposure to market risk by entering into offsetting transactions, which may include purchase or sale of interest-bearing securities and equity securities.
Credit Risk — The Company is subject to credit risk in connection with our investments in SBC loans and SBC MBS and other target assets we may acquire in the future. The credit risk related to these investments pertains to the ability and willingness of the borrowers to pay, which is assessed before credit is granted or renewed and periodically reviewed throughout the loan or security term. We believe that loan credit quality is primarily determined by the borrowers' credit profiles and loan characteristics. We seek to mitigate this risk by seeking to acquire assets at appropriate prices given anticipated and unanticipated losses and by deploying a value−driven approach to underwriting and diligence, consistent with our historical investment strategy, with a focus on projected cash flows and potential risks to cash flow. We further mitigate our risk of potential losses while managing and servicing our loans by performing various workout and loss mitigation strategies with delinquent borrowers. Nevertheless, unanticipated credit losses could occur which could adversely impact operating results.
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The Company is also subject to credit risk with respect to the counterparties to derivative contracts. If a counterparty becomes bankrupt or otherwise fails to perform its obligation under a derivative contract due to financial difficulties, we may experience significant delays in obtaining any recovery under the derivative contract in a dissolution, assignment for the benefit of creditors, liquidation, winding-up, bankruptcy, or other analogous proceeding. In the event of the insolvency of a counterparty to a derivative transaction, the derivative transaction would typically be terminated at its fair market value. If we are owed this fair market value in the termination of the derivative transaction and its claim is unsecured, we will be treated as a general creditor of such counterparty, and will not have any claim with respect to the underlying security. We may obtain only a limited recovery or may obtain no recovery in such circumstances. In addition, the business failure of a counterparty with whom we enter a hedging transaction will most likely result in its default, which may result in the loss of potential future value and the loss of our hedge and force us to cover our commitments, if any, at the then current market price.
Counterparty credit risk is the risk that counterparties may fail to fulfill their obligations, including their inability to post additional collateral in circumstances where their pledged collateral value becomes inadequate. The Company attempts to manage its exposure to counterparty risk through diversification, use of financial instruments and monitoring the creditworthiness of counterparties.
The Company finances the acquisition of a significant portion of its loans and investments with repurchase agreements and borrowings under credit facilities. In connection with these financing arrangements, the Company pledges its loans, securities and cash as collateral to secure the borrowings. The amount of collateral pledged will typically exceed the amount of the borrowings (i.e., the haircut) such that the borrowings will be over-collateralized. As a result, the Company is exposed to the counterparty if, during the term of the repurchase agreement financing, a lender should default on its obligation and the Company is not able to recover its pledged assets. The amount of this exposure is the difference between the amount loaned to the Company plus interest due to the counterparty and the fair value of the collateral pledged by the Company to the lender including accrued interest receivable on such collateral.
GMFS sells loans to investors without recourse. As such, the investors have assumed the risk of loss or default by the borrower. However, GMFS is usually required by these investors to make certain standard representations and warranties relating to credit information, loan documentation and collateral. To the extent that GMFS does not comply with such representations, or there are early payment defaults, GMFS may be required to repurchase the loans or indemnify these investors for any losses from borrower defaults. In addition, if loans pay-off within a specified time frame, GMFS may be required to refund a portion of the sales proceeds to the investors.
Liquidity Risk — Liquidity risk arises in our investments and the general financing of our investing activities. It includes the risk of not being able to fund acquisition and origination activities at settlement dates and/or liquidate positions in a timely manner at reasonable prices, in addition to potential increases in collateral requirements during times of heightened market volatility. If we were forced to dispose of an illiquid investment at an inopportune time, we might be forced to do so at a substantial discount to the market value, resulting in a realized loss. We attempt to mitigate our liquidity risk by regularly monitoring the liquidity of our investments in SBC loans, MBS and other financial instruments. Factors such as our expected exit strategy for, the bid to offer spread of, and the number of broker dealers making an active market in a particular strategy and the availability of long-term funding, are considered in analyzing liquidity risk. To reduce any perceived disparity between the liquidity and the terms of the debt instruments in which we invest, we attempt to minimize our reliance on short-term financing arrangements. While we may finance certain investment in security positions using traditional margin arrangements and borrowings under repurchase agreements, other financial instruments such as collateralized debt obligations, and other longer term financing vehicles may be utilized to attempt to provide us with sources of long-term financing.
Off-Balance Sheet Risk —The Company has undrawn commitments on outstanding loans which are disclosed in Note 25.
Interest Rate — Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control.
Our operating results will depend, in part, on differences between the income from our investments and our financing costs. Generally, our debt financing is based on a floating rate of interest calculated on a fixed spread over the relevant index, subject to a floor, as determined by the particular financing arrangement. In the event of a significant rising interest rate environment and/or economic downturn, defaults could increase and result in credit losses to us, which could
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materially and adversely affect our business, financial condition, liquidity, results of operations and prospects. Furthermore, such defaults could have an adverse effect on the spread between our interest-earning assets and interest-bearing liabilities.
Additionally, non-performing SBC loans are not as interest rate sensitive as performing loans, as earnings on non-performing loans are often generated from restructuring the assets through loss mitigation strategies and opportunistically disposing of them. Because non-performing SBC loans are short-term assets, the discount rates used for valuation are based on short-term market interest rates, which may not move in tandem with long-term market interest rates. A rising rate environment often means an improving economy, which might have a positive impact on commercial property values, resulting in increased gains on the disposition of these assets.
While rising rates could make it more costly to refinance these assets, we expect that the impact of this would be mitigated by higher property values. Moreover, small business owners are generally less interest rate sensitive than large commercial property owners, and interest cost is a relatively small component of their operating expenses. An improving economy will likely spur increased property values and sales, thereby increasing the need for SBC financing.
Prepayment Risk — As we receive prepayments of principal on our investments, premiums paid on such investments will be amortized against interest income. In general, an increase in prepayment rates will accelerate the amortization of purchase premiums, thereby reducing the interest income earned on the investments and this is also affected by interest rate movements. Conversely, discounts on such investments are accreted into interest income. In general, an increase in prepayment rates will accelerate the accretion of purchase discounts, thereby increasing the interest income earned on the investments. An increase in prepayment rates will also adversely affect the fair value of our MSRs.
Note 25 – Commitments, contingencies and indemnifications
Litigation
The Company may be subject to litigation and administrative proceedings arising in the ordinary course of its business.
The Company has entered into agreements, which provide for indemnifications against losses, costs, claims, and liabilities arising from the performance of individual obligations under such agreements. The Company has had no prior claims or payments pursuant to these agreements. The Company’s individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on history and experience, the Company expects the risk of loss to be remote.
Management is not aware of any other contingencies that would require accrual or disclosure in the unaudited interim consolidated financial statements.
Unfunded loan commitments
As of June 30, 2020 and December 31, 2019, unfunded loan commitments for SBC and SBA loans were as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
||
|
(In Thousands) |
|
2020 |
|
2019 |
||
|
Loans, net |
|
$ |
316,983 |
|
$ |
128,719 |
|
Loans, held for sale at fair value |
|
$ |
7,784 |
|
$ |
6,982 |
|
|
|
|
|
|
|
|
Commitments to originate loans
GMFS enters into IRLCs with customers who have applied for residential mortgage loans and meet certain credit and underwriting criteria. These commitments expose GMFS to market risk if interest rates change, and the loan is not economically hedged or committed to an investor. GMFS is also exposed to credit loss if the loan is originated and not sold to an investor and the borrower does not perform.
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Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon. As of June 30, 2020 and December 31, 2019, total commitments to originate loans were as follows:
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|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
||
|
(In Thousands) |
|
2020 |
|
2019 |
||
|
Commitments to originate residential agency loans |
|
$ |
581,478 |
|
$ |
190,806 |
|
|
|
|
|
|
|
|
Note 26 – Income Taxes
The Company is a REIT pursuant to Internal Revenue Code Section 856. Our qualification as a REIT depends on our ability to meet various requirements imposed by the Internal Revenue Code, which relate to our organizational structure, diversity of stock ownership and certain requirements with regard to the nature of our assets and the sources of our income. As a REIT, we generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any net capital gain, in order for U.S. federal income tax not to apply to our earnings that we distribute. To the extent that we satisfy this distribution requirement but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four taxable years. As of June 30, 2020 and December 31, 2019, we are in compliance with all REIT requirements.
Certain of our subsidiaries have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs permit us to participate in certain activities that would not be qualifying income if earned directly by the parent REIT, as long as these activities meet specific criteria, are conducted within the parameters of certain limitations established by the Internal Revenue Code, and are conducted in entities which elect to be treated as taxable subsidiaries under the Internal Revenue Code. To the extent these criteria are met, we will continue to maintain our qualification as a REIT.
Our TRSs engage in various real estate related operations, including originating and securitizing commercial and residential mortgage loans, and investments in real property. The majority of our TRSs are held within the SBC originations, SBA originations, acquisitions and servicing, and residential mortgage banking segments. Our TRSs are not consolidated for federal income tax purposes but are instead taxed as corporations. For financial reporting purposes, a provision for current and deferred income taxes is established for the portion of earnings recognized by us with respect to our interest in TRSs.
On March 27, 2020, President Trump signed into law the ‘Coronavirus Aid, Relief, and Economic Security Act’ (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, and technical corrections to tax depreciation methods for qualified improvement property. We continue to examine the impact the CARES Act may have on our business. As of June 30, 2020, we have recognized a benefit of $2.9 million due to changes in net operating loss carryback provisions which allow net operating losses from tax years beginning in 2018, 2019, or 2020 to be carried back for five years.
During the three months ended June 30, 2020 and 2019, we recorded an income tax expense of $5.5 million and an income tax benefit of $3.0 million, respectively. During the six months ended June 30, 2020 and 2019, we recorded an income tax benefit of $2.4 million and $6.0 million, respectively. The income tax expense for the above periods primarily related to activities of our taxable REIT subsidiaries, including the impact of our ability to carry back net operating losses to pre-tax reform years as a result of the CARES Act in the first quarter of 2020, and various state and local taxes. There were no material changes to uncertain tax positions or valuation allowance assessments during the quarter.
Note 27 – Segment reporting
The Company reports its results of operations through the following four business segments: i) Loan Acquisitions, ii) SBC Originations, iii) SBA Originations, Acquisitions and Servicing, and iv) Residential Mortgage Banking. The
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Company’s organizational structure is based on a number of factors that the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, uses to evaluate, view, and run its business operations, which includes customer base and nature of loan program types. The segments are based on this organizational structure and the information reviewed by the CODM and management to evaluate segment results.
Acquisitions
Through the acquisitions segment, the Company acquires performing and non-performing SBC loans and intends to continue to acquire these loans as part of the Company’s business strategy. The Company also acquires purchased future receivables through our Knight Capital platform.
SBC originations
Through the SBC originations segment, the Company originates SBC loans secured by stabilized or transitional investor properties using multiple loan origination channels. Additionally, as part of this segment, we originate and service multi-family loan products under the Freddie Mac program. This segment also reflects the impact of our SBC securitization activities.
SBA originations, acquisitions, and servicing
Through the SBA originations, acquisitions, and servicing segment, the Company acquires, originates and services loans guaranteed by the SBA under the SBA Section 7(a) Program. This segment also reflects the impact of our SBA securitization activities.
Residential mortgage banking
Through the residential mortgage banking segment, the Company originates residential mortgage loans eligible to be purchased, guaranteed or insured by Fannie Mae, Freddie Mac, FHA, USDA and VA through retail, correspondent and broker channels.
Corporate - Other
Corporate - Other consists primarily of unallocated corporate financing, including interest expense relating to our senior secured and convertible notes on funds yet to be deployed, allocated employee compensation from our Manager, management and incentive fees paid to our Manager and other general corporate overhead expenses.
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Results of business segments and all other
Reportable business segments, along with remaining unallocated amounts recorded within Corporate- Other, for the three months ended June 30, 2020 are summarized in the below table.
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Reportable business segments, along with remaining unallocated amounts recorded within Corporate- Other, for the six months ended June 30, 2020 are summarized in the below table.
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Reportable business segments, along with remaining unallocated amounts recorded within Corporate- Other, for the three months ended June 30, 2019 are summarized in the below table.
Reportable business segments, along with remaining unallocated amounts recorded within Corporate- Other, for the six months ended June 30, 2019 are summarized in the below table.
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Note 28 – Supplemental financial data
Summarized financial information of our unconsolidated subsidiaries
In November of 2017, the Company acquired an interest in an SBC loan pool through a joint venture, WFLLA, LLC, which the Company has a 50% interest. Pursuant to the consolidation guidance, we determined our interest in the entity is a VIE, however, we do not consolidate the entity as we determined that we are not the primary beneficiary. WFLLA, LLC holds a 49.9% interest in another company, Girod HoldCo, LLC, whom owns and manages the day-to-day affairs and business associated with the SBC loan pool.
In accordance with Regulation S-X section 10-01(b)-1, unconsolidated entities that meet certain significance tests are required to have supplemental disclosures included in our unaudited interim financial statements, including condensed financial information for the three and six months ended June 30, 2020 and 2019.
During the three months ended June 30, 2020 and 2019, the Company recorded $0.5 million and $2.1 million of income, respectively, which is based on our proportional ownership interest in the entities above. During the six months ended June 30, 2020 and 2019, the Company recorded a loss of $3.0 million and $5.0 million of income, respectively. These amounts are reflected in Income on unconsolidated joint ventures within the interim unaudited statement of income.
Note 29 – Subsequent events
On August 4, 2020, the Board of Directors authorized an increase in the size of the Company’s existing stock repurchase program by an additional $5.0 million, bringing the total amount authorized and available under the program to $25.0 million. The stock repurchase program authorizes, but does not obligate, the repurchase of the Company's common stock from time to time. The Company expects to acquire shares through open market or privately negotiated transactions. The timing and amount of repurchase transactions will be determined by the Company’s management based on its evaluation of market conditions, share price, legal requirements and other factors. Repurchases are expected to be made from available cash on hand.
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Item 1A. Forward-Looking Statements
Except where the context suggests otherwise, the terms “Company,” “we,” “us” and “our” refer to Ready Capital Corporation and its subsidiaries. We make forward-looking statements in this quarterly report on Form 10-Q within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. These forward-looking statements include information about possible or assumed future results of our operations, financial condition, liquidity, plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “could,” “would,” “may,” “potential” or the negative of these terms or other comparable terminology, we intend to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking:
| ● | our investment objectives and business strategy; |
| ● | our ability to obtain future financing arrangements; |
| ● | our expected leverage; |
| ● | our expected investments; |
| ● | estimates or statements relating to, and our ability to make, future distributions; |
| ● | our ability to compete in the marketplace; |
| ● | the availability of attractive risk-adjusted investment opportunities in small to medium balance commercial loans (“SBC loans”), loans guaranteed by the U.S. Small Business Administration (the “SBA”) under its Section 7(a) loan program (the “SBA Section 7(a) Program”), mortgage backed securities (“MBS”), residential mortgage loans and other real estate-related investments that satisfy our investment objectives and strategies; |
| ● | our ability to borrow funds at favorable rates; |
| ● | market, industry and economic trends; |
| ● | recent market developments and actions taken and to be taken by the U.S. Government, the U.S. Department of the Treasury (“Treasury”) and the Board of Governors of the Federal Reserve System, the Federal Depositary Insurance Corporation, the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac” and together with Fannie Mae, the “GSEs”), the Government National Mortgage Association (“Ginnie Mae”), Federal Housing Administration (“FHA”) Mortgagee, U.S. Department of Agriculture (“USDA”), U.S. Department of Veterans Affairs (“VA”) and the U.S. Securities and Exchange Commission (“SEC”); |
| ● | mortgage loan modification programs and future legislative actions; |
| ● | our ability to maintain our qualification as a real estate investment trust (“REIT”); |
| ● | our ability to maintain our exemption from qualification under the Investment Company Act of 1940, as amended (the “1940 Act” or “Investment Company Act”); |
| ● | projected capital and operating expenditures; |
| ● | availability of qualified personnel; |
| ● | prepayment rates; and |
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| ● | projected default rates. |
Our beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control, including:
| ● | factors described in our 2019 annual report on Form 10-K, including those set forth under the captions “Risk Factors” and “Business”; |
| ● | the severity and duration of the COVID-19 pandemic; |
| ● | the impact of COVID-19 on our business and operations, financial condition, results of operations, liquidity and capital resources; |
| ● | the impact of the COVID-19 pandemic on our borrowers, the real estate industry, and the United States and global economies; |
| ● | actions that may be taken by governmental authorities to contain the COVID-19 outbreak or treat its impact; |
| ● | applicable regulatory changes; |
| ● | risks associated with acquisitions, including the acquisition of Owens Realty Mortgage, Inc. (“ORM”) and Knight Capital LLC (“Knight Capital”); |
| ● | risks associated with achieving expected revenue synergies, cost savings and other benefits from acquisitions, including the acquisition of ORM and Knight Capital, and the increased scale of our Company; |
| ● | general volatility of the capital markets; |
| ● | changes in our investment objectives and business strategy; |
| ● | the availability, terms and deployment of capital; |
| ● | the availability of suitable investment opportunities; |
| ● | our dependence on our external advisor, Waterfall Asset Management, LLC (“Waterfall” or our “Manager”), and our ability to find a suitable replacement if we or our Manager were to terminate the management agreement we have entered into with our Manager; |
| ● | changes in our assets, interest rates or the general economy; |
| ● | increased rates of default and/or decreased recovery rates on our investments; |
| ● | changes in interest rates, interest rate spreads, the yield curve or prepayment rates; changes in prepayments of our assets; |
| ● | limitations on our business as a result of our qualification as a REIT; and |
| ● | the degree and nature of our competition, including competition for SBC loans, MBS, residential mortgage loans and other real estate-related investments that satisfy our investment objectives and strategies. |
Upon the occurrence of these or other factors, our business, financial condition, liquidity and consolidated results of operations may vary materially from those expressed in, or implied by, any such forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the potential impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In particular, it is difficult to fully assess the impact of COVID-19 on our business, financial condition and results of operations due to, among other
67
factors, uncertainty regarding the severity and duration of the outbreak domestically and internationally, uncertainty regarding the effectiveness of federal, state and local governments’ efforts to contain the spread of COVID-19 and respond to its direct and indirect impact on the global economy, the U.S. economy and economic activity generally.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements apply only as of the date of this quarterly report on Form 10-Q. The Company is not obligated, and does not intend, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. See Item 1A, "Risk Factors," of the Company's annual report on Form 10-K.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in five main sections:
| ● | Overview |
| ● | Results of Operations |
| ● | Liquidity and Capital Resources |
| ● | Off Balance Sheet Arrangements and Contractual Obligations |
| ● | Critical Accounting Policies and Estimates |
The following discussion should be read in conjunction with our unaudited interim consolidated financial statements and accompanying Notes included in Item 1, "Financial Statements," of this quarterly report on Form 10-Q and with Items 6, 7, 8, and 9A of our annual report on Form 10-K. See "Forward-Looking Statements" in this quarterly report on Form 10-Q and in our annual report on Form 10-K and "Critical Accounting Policies and Use of Estimates" in our annual report on Form 10-K for certain other factors that could cause actual results or future events to differ, perhaps materially, from historical performance and from those anticipated in the forward-looking statements included in this quarterly report on Form 10-Q.
OVERVIEW
Our Business
We are a multi-strategy real estate finance company that originates, acquires, finances, and services SBC loans, SBA loans, residential mortgage loans, and to a lesser extent, MBS collateralized primarily by SBC loans, or other real estate-related investments. Our loans generally range in original principal amounts up to $35 million and are used by businesses to purchase real estate used in their operations or by investors seeking to acquire small multi-family, office, retail, mixed use or warehouse properties. Our originations and acquisition platforms consist of the following four operating segments:
| ● | Acquisitions. We acquire performing and non-performing SBC loans as part of our business strategy. We hold performing SBC loans to term, and we seek to maximize the value of the non-performing SBC loans acquired by us through borrower based resolution strategies. We typically acquire non-performing loans at a discount to their unpaid principal balance (“UPB”) when we believe that resolution of the loans will provide attractive risk-adjusted returns. We also acquire purchased future receivables through our Knight Capital platform. |
| ● | SBC Originations. We originate SBC loans secured by stabilized or transitional investor properties using multiple loan origination channels through our wholly-owned subsidiary, ReadyCap Commercial, LLC (“ReadyCap Commercial”). These originated loans are generally held-for-investment or placed into securitization structures. Additionally, as part of this segment, we originate and service multi-family loan |
68
| products under the Federal Home Loan Mortgage Corporation’s Small Balance Loan Program (“Freddie Mac” and the “Freddie Mac program”). These originated loans are held for sale, then sold to Freddie Mac. |
| ● | SBA Originations, Acquisitions and Servicing. We acquire, originate and service owner-occupied loans guaranteed by the SBA under its Section 7(a) loan program (the “SBA Section 7(a) Program”) through our wholly-owned subsidiary, ReadyCap Lending, LLC (“ReadyCap Lending”). We hold an SBA license as one of only 14 non-bank Small Business Lending Companies (“SBLCs”) and have been granted preferred lender status by the SBA. These originated loans are either held-for-investment, placed into securitization structures, or sold. |
| ● | Residential Mortgage Banking. We operate our residential mortgage loan origination segment through our wholly-owned subsidiary, GMFS, LLC ("GMFS"). GMFS originates residential mortgage loans eligible to be purchased, guaranteed or insured by the Federal National Mortgage Association (“Fannie Mae”), Freddie Mac, Federal Housing Administration (“FHA”), U.S. Department of Agriculture (“USDA”) and U.S. Department of Veterans Affairs (“VA”) through retail, correspondent and broker channels. These originated loans are then sold to third parties, primarily agency lending programs. |
Our objective is to provide attractive risk-adjusted returns to our stockholders, primarily through dividends and secondarily through capital appreciation. In order to achieve this objective, we intend to continue to grow our investment portfolio and we believe that the breadth of our full service real estate finance platform will allow us to adapt to market conditions and deploy capital in our asset classes and segments with the most attractive risk-adjusted returns.
We are organized and conduct our operations to qualify as a REIT under the Code. So long as we qualify as a REIT, we are generally not subject to U.S. federal income tax on our net taxable income to the extent that we annually distribute all of our net taxable income to stockholders. We are organized in a traditional UpREIT format pursuant to which we serve as the general partner of and conduct substantially all of our business through Sutherland Partners, LP, or our operating partnership, which serves as our operating partnership subsidiary. We also intend to operate our business in a manner that will permit us to be excluded from registration as an investment company under the 1940 Act.
For additional information on our business, refer to Part I, Item 1, Business of our 2019 Annual Report on Form 10-K.
Factors Impacting Operating Results
We expect that our results of operations will be affected by a number of factors and will primarily depend on, among other things, the level of the interest income from our assets, the market value of our assets and the supply of, and demand for, SBC and SBA loans, residential loans, MBS and other assets we may acquire in the future and the financing and other costs associated with our business. Our net investment income, which includes the amortization of purchase premiums and accretion of purchase discounts, varies primarily as a result of changes in market interest rates, the rate at which our distressed assets are liquidated and the prepayment speed of our performing assets. Interest rates and prepayment speeds vary according to the type of investment, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty. Our operating results may also be impacted by conditions in the financial markets, credit losses in excess of initial estimates or unanticipated credit events experienced by borrowers whose loans are held directly by us or are included in our MBS. Our operating results may also be impacted by difficult market conditions as well as inflation, energy costs, geopolitical issues, health epidemics and outbreaks of contagious diseases, such as the recent outbreak of COVID-19, unemployment and the availability and cost of credit. Our operating results will also be impacted by our available borrowing capacity.
Changes in Market Interest Rates
We own and expect to acquire or originate fixed rate mortgages (“FRMs”), and ARMs, with maturities ranging from five to 30 years. Our loans typically have amortization periods of 15 to 30 years or balloon payments due in five to ten years. ARM loans generally have a fixed interest rate for a period of five, seven or ten years and then an adjustable interest rate equal to the sum of an index rate, such as the LIBOR, plus a margin, while FRM loans bear interest that is fixed for the term of the loan. As of June 30, 2020, approximately 57% of the loans in our portfolio were ARMs, and 43% were FRMs, based on UPB. We utilize derivative financial and hedging instruments in an effort to hedge the interest rate risk associated with our ARMs.
69
With respect to our business operations, increases in interest rates, in general, may over time cause:
| ● | the interest expense associated with our variable-rate borrowings to increase; |
| ● | the value of fixed-rate loans, MBS and other real estate-related assets to decline; |
| ● | coupons on variable-rate loans and MBS to reset to higher interest rates; and |
| ● | prepayments on loans and MBS to slow. |
Conversely, decreases in interest rates, in general, may over time cause:
| ● | the interest expense associated with variable-rate borrowings to decrease; |
| ● | the value of fixed-rate loans, MBS and other real estate-related assets to increase; |
| ● | coupons on variable-rate loans and MBS to reset to lower interest rates; and |
| ● | prepayments on loans and MBS to increase. |
Additionally, non-performing loans are not as interest rate sensitive as performing loans, as earnings on non-performing loans are often generated from restructuring the assets through loss mitigation strategies and opportunistically disposing of them. Because non-performing loans are short-term assets, the discount rates used for valuation are based on short-term market interest rates, which may not move in tandem with long-term market interest rates.
Changes in Fair Value of Our Assets
Certain originated loans, mortgage backed securities, and servicing rights are carried at fair value and future assets may also be carried at fair value. Accordingly, changes in the fair value of our assets may impact the results of our operations for the period in which such change in value occurs. The expectation of changes in real estate prices is a major determinant of the value of loans and ABS. This factor is beyond our control.
Prepayment Speeds
Prepayment speeds on loans vary according to interest rates, the type of investment, conditions in the financial markets, competition, foreclosures and other factors that cannot be predicted with any certainty. In general, when interest rates rise, it is relatively less attractive for borrowers to refinance their mortgage loans and, as a result, prepayment speeds tend to decrease. This can extend the period over which we earn interest income. When interest rates fall, prepayment speeds on loans, and therefore, ABS and servicing rights tend to increase, thereby decreasing the period over which we earn interest income or servicing fee income. Additionally, other factors such as the credit rating of the borrower, the rate of property value appreciation or depreciation, financial market conditions, foreclosures and lender competition, none of which can be predicted with any certainty, may affect prepayment speeds on loans.
Credit Spreads
Our investment portfolio may be subject to changes in credit spreads. Credit spreads measure the yield demanded on loans and securities by the market based on their credit relative to a specific benchmark and is a measure of the perceived risk of the investment. Fixed rate loans and securities are valued based on a market credit spread over the rate payable on fixed rate swaps or fixed rate U.S. Treasuries of similar maturity. Floating rate securities are typically valued based on a market credit spread over LIBOR (or another floating rate index) and are affected similarly by changes in LIBOR spreads. Excessive supply of these loans and securities or reduced demand may cause the market to require a higher yield on these securities, resulting in the use of a higher, or “wider,” spread over the benchmark rate to value such assets. Under such conditions, the value of our portfolios would tend to decline. Conversely, if the spread used to value such assets were to decrease, or “tighten,” the value of our loans and securities would tend to increase. Such changes in the market value of these assets may affect our net equity, net income or cash flow directly through their impact on unrealized gains or losses.
70
The spread between the yield on our assets and our funding costs is an important factor in the performance of this aspect of our business. Wider spreads imply greater income on new asset purchases but may have a negative impact on our stated book value. Wider spreads generally negatively impact asset prices. In an environment where spreads are widening, counterparties may require additional collateral to secure borrowings which may require us to reduce leverage by selling assets. Conversely, tighter spreads imply lower income on new asset purchases but may have a positive impact on our stated book value. Tighter spreads generally have a positive impact on asset prices. In this case, we may be able to reduce the amount of collateral required to secure borrowings.
Loan and ABS Extension Risk
Waterfall estimates the projected weighted-average life of our investments based on assumptions regarding the rate at which the borrowers will prepay the underlying mortgages and/or the speed at which we are able to liquidate an asset. If the timeline to resolve non-performing assets extends, this could have a negative impact on our results of operations, as carrying costs may therefore be higher than initially anticipated. This situation may also cause the fair market value of our investment to decline if real estate values decline over the extended period. In extreme situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses.
Credit Risk
We are subject to credit risk in connection with our investments in loans and ABS and other target assets we may acquire in the future. Increases in defaults and delinquencies will adversely impact our operating results, while declines in rates of default and delinquencies will improve our operating results from this aspect of our business. Default rates are influenced by a wide variety of factors, including, property performance, property management, supply and demand factors, construction trends, consumer behavior, regional economics, interest rates, the strength of the United States economy and other factors beyond our control. All loans are subject to the possibility of default. We seek to mitigate this risk by seeking to acquire assets at appropriate prices given anticipated and unanticipated losses and by deploying a value-driven approach to underwriting and diligence, consistent with our historical investment strategy, with a focus on projected cash flows and potential risks to cash flow. We further mitigate our risk of potential losses while managing and servicing our loans by performing various workout and loss mitigation strategies with delinquent borrowers. Nevertheless, unanticipated credit losses could occur which could adversely impact operating results.
Size of Investment Portfolio
The size of our investment portfolio, as measured by the aggregate principal balance of our loans and ABS and the other assets we own, is also a key revenue driver. Generally, as the size of our investment portfolio grows, the amount of interest income and realized gains we receive increases. A larger investment portfolio, however, drives increased expenses, as we may incur additional interest expense to finance the purchase of our assets.
Current market conditions
The recent outbreak of the COVID-19 pandemic around the globe continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. The impact of the outbreak has been rapidly evolving, with several countries taking drastic measures to limit the spread of the virus by instituting quarantines or lockdowns and imposing travel restrictions. Such actions are creating significant disruptions to global supply chains and adversely impacting several industries, including but not limited to airlines, hospitality, retail, and the broader real estate industry.
The major disruption caused by COVID-19 halted most economic activity in most of the United States resulting in a significant increase in unemployment claims and a significant continued decline in the U.S. GDP. COVID-19 could have a continued and prolonged adverse impact on economic and market conditions and trigger a period of global economic slowdown which could have a material adverse effect on the Company’s results and financial condition.
The full impact of COVID-19 on the real estate industry, the commercial real estate market, the small business lending market and the credit markets generally, and consequently on the Company’s financial condition and results of operations is uncertain and cannot be predicted at the current time as it depends on several factors beyond the control of the Company including, but not limited to, (i) the uncertainty around the severity and duration of the outbreak, (ii) the effectiveness of the United States public health response, (iii) the pandemic’s impact on the U.S. and global economies, (iv) the timing,
71
scope and effectiveness of governmental responses to the pandemic, including the PPP and other programs under the CARES Act, (v) the timing and speed of economic recovery, (vi) the availability of a treatment or vaccination for COVID-19, and (vii) the negative impact on our borrowers, real estate values and cost of capital.
Critical Accounting Policies and Use of Estimates
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Use of Estimates” included within the Company's Annual Report on Form 10-K for the year ended December 31, 2019. There have been no material changes to our Critical Accounting Policies described in our annual report on Form 10-K filed with the SEC on March 12, 2020, other than a supplement to the accounting policy for our current expected credit loss reserve that was adopted by the Company in the first quarter of 2020. Refer to Note 3 and 4 of our consolidated financial statements for further description of the accounting policy for our current expected credit loss reserve and our other significant accounting policies.
RESULTS OF OPERATIONS
Key Financial Measures and Indicators
As a real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared per share, core earnings, and net book value per share. As further described below, core earnings is a measure that is not prepared in accordance with GAAP. We use core earnings to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan activity and operations. See “—Non-GAAP Financial Measures” below for reconciliation to core earnings.
The following table sets forth certain information on our operating results:
72
The following table sets forth certain information on our investment portfolio activity (based on fully committed amounts):
We operate in a competitive market for investment opportunities and competition may limit our ability to originate or acquire the potential investments in the pipeline. The consummation of any of the potential loans in the pipeline depends upon, among other things, one or more of the following: available capital and liquidity, our Manager’s allocation policy, satisfactory completion of our due diligence investigation and investment process, approval of our Manager’s Investment Committee, market conditions, our agreement with the seller on the terms and structure of such potential loan, and the execution and delivery of satisfactory transaction documentation. Historically, we have acquired less than a majority of the assets in our Manager’s pipeline at any one time and there can be no assurance the assets currently in its pipeline will be acquired or originated by our Manager in the future.
Return Information
The following tables present certain information related to our SBC and SBA loan portfolio as of June 30, 2020 and per share information for the three months ended June 30, 2020, which includes core earnings per share or return information. Core earnings is not a measure calculated in accordance with GAAP and is defined further within Item 7 – Non-GAAP Financial Measures in our 2019 Annual report on Form 10-K.
73
The following table provides a detailed breakdown of our calculation of return on equity and core return on equity for the three months ended June 30, 2020. Core return on equity is not a measure calculated in accordance with GAAP and is defined further within Item 7 – Non-GAAP Financial Measures in our 2019 Annual report on Form 10-K.
Portfolio Metrics
SBC Originations
The following table includes certain portfolio metrics related to our SBC originations segment:
74
SBA Originations, Acquisitions, and Servicing
The following table includes certain portfolio metrics related to our SBA originations, acquisitions and servicing segment:
Acquired Portfolio
The following table includes certain portfolio metrics related to our acquisitions segment:
75
Residential Mortgage Banking
The following table includes certain portfolio metrics related to our residential mortgage banking segment:
76
Changes in Financial Condition
The following table compares our consolidated balance sheets as of June 30, 2020 and March 31, 2020 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
March 31, |
|
$ Change |
|
% Change |
||||
|
(In Thousands) |
|
2020 |
|
2020 |
|
Q2'20 vs. Q1'20 |
|
Q2'20 vs. Q1'20 |
||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
257,017 |
|
$ |
122,265 |
|
$ |
134,752 |
|
110.2 |
% |
|
Restricted cash |
|
|
91,539 |
|
|
93,164 |
|
|
(1,625) |
|
(1.7) |
|
|
Loans, net (including $124,298 and $19,813 held at fair value) |
|
|
1,432,807 |
|
|
1,969,052 |
|
|
(536,245) |
|
(27.2) |
|
|
Loans, held for sale, at fair value |
|
|
297,669 |
|
|
306,328 |
|
|
(8,659) |
|
(2.8) |
|
|
Mortgage backed securities, at fair value |
|
|
75,411 |
|
|
78,540 |
|
|
(3,129) |
|
(4.0) |
|
|
Loans eligible for repurchase from Ginnie Mae |
|
|
186,197 |
|
|
77,605 |
|
|
108,592 |
|
139.9 |
|
|
Investment in unconsolidated joint ventures |
|
|
53,939 |
|
|
53,379 |
|
|
560 |
|
1.0 |
|
|
Purchased future receivables, net |
|
|
27,190 |
|
|
49,150 |
|
|
(21,960) |
|
(44.7) |
|
|
Derivative instruments |
|
|
19,037 |
|
|
17,756 |
|
|
1,281 |
|
7.2 |
|
|
Servicing rights (including $73,645 and $78,631 held at fair value) |
|
|
107,761 |
|
|
110,111 |
|
|
(2,350) |
|
(2.1) |
|
|
Real estate, held for sale |
|
|
47,009 |
|
|
48,292 |
|
|
(1,283) |
|
(2.7) |
|
|
Other assets |
|
|
103,701 |
|
|
114,891 |
|
|
(11,190) |
|
(9.7) |
|
|
Assets of consolidated VIEs |
|
|
2,761,655 |
|
|
2,229,517 |
|
|
532,138 |
|
23.9 |
|
|
Total Assets |
|
$ |
5,460,932 |
|
$ |
5,270,050 |
|
$ |
190,882 |
|
3.6 |
% |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured borrowings |
|
$ |
1,253,895 |
|
$ |
1,698,937 |
|
$ |
(445,042) |
|
(26.2) |
% |
|
Securitized debt obligations of consolidated VIEs, net |
|
|
2,140,009 |
|
|
1,692,074 |
|
|
447,935 |
|
26.5 |
|
|
Convertible notes, net |
|
|
111,581 |
|
|
111,310 |
|
|
271 |
|
0.2 |
|
|
Senior secured notes, net |
|
|
179,481 |
|
|
179,387 |
|
|
94 |
|
0.1 |
|
|
Corporate debt, net |
|
|
150,387 |
|
|
150,074 |
|
|
313 |
|
0.2 |
|
|
Guaranteed loan financing |
|
|
436,532 |
|
|
457,032 |
|
|
(20,500) |
|
(4.5) |
|
|
Liabilities for loans eligible for repurchase from Ginnie Mae |
|
|
186,197 |
|
|
77,605 |
|
|
108,592 |
|
139.9 |
|
|
Derivative instruments |
|
|
9,106 |
|
|
16,585 |
|
|
(7,479) |
|
(45.1) |
|
|
Dividends payable |
|
|
14,524 |
|
|
21,747 |
|
|
(7,223) |
|
(33.2) |
|
|
Accounts payable and other accrued liabilities |
|
|
166,174 |
|
|
89,740 |
|
|
76,434 |
|
85.2 |
|
|
Total Liabilities |
|
$ |
4,647,886 |
|
$ |
4,494,491 |
|
$ |
153,395 |
|
3.4 |
% |
|
Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
$ |
5 |
|
$ |
5 |
|
$ |
— |
|
0.0 |
% |
|
Additional paid-in capital |
|
|
854,222 |
|
|
837,064 |
|
|
17,158 |
|
2.0 |
|
|
Retained earnings (deficit) |
|
|
(49,755) |
|
|
(69,605) |
|
|
19,850 |
|
(28.5) |
|
|
Accumulated other comprehensive (loss) |
|
|
(9,876) |
|
|
(9,536) |
|
|
(340) |
|
3.6 |
|
|
Total Ready Capital Corporation equity |
|
|
794,596 |
|
|
757,928 |
|
|
36,668 |
|
4.8 |
% |
|
Non-controlling interests |
|
|
18,450 |
|
|
17,631 |
|
|
819 |
|
4.6 |
|
|
Total Stockholders’ Equity |
|
$ |
813,046 |
|
$ |
775,559 |
|
$ |
37,487 |
|
4.8 |
% |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
5,460,932 |
|
$ |
5,270,050 |
|
$ |
190,882 |
|
3.6 |
% |
|
|
||||||||||||
Comparison of balances at June 30, 2020 to March 31, 2020
Assets
Cash and cash equivalents increased $134.8 million, primarily due to the focus on the preservation of liquidity, reduction in loan origination volumes and securitization activities in June 2020.
Loans, net decreased by $536.2 million as a result of loans transferred to VIEs as part of the Ready Capital Mortgage Financing 2020-FL4 (“FL4”) securitization that was completed in June 2020 and the Sutherland Commercial Mortgage Trust 2020-SBC9 (“SBC9”) securitization that was completed in June 2020.
Purchased future receivables, net decreased by $22.0 million, primarily due to a suspension in the origination of purchased future receivables during the quarter and pay-downs on the existing portfolio.
Assets of consolidated VIEs increased by $532.1 million as a result of loans transferred to VIEs as part of the FL4 and SBC9 securitizations, discussed above.
77
Liabilities
Secured borrowings associated with our repurchase agreements and credit facilities decreased by $445.0 million due to securitization activities during the second quarter of 2020 resulting in a decrease in recourse leverage.
Securitized debt obligations of consolidated VIEs, net increased by $447.9 million, as a result of the completed FL4 and SBC9 securitizations, discussed above.
Dividends payable decreased by $7.2 million due to a reduction in dividends declared from $0.40 per share in the first quarter of 2020 to $0.25 per share in the second quarter of 2020.
Accounts payable and other accrued liabilities increased by $76.4 million, primarily due to servicing payables and deferred revenue related to PPP loan originations in the second quarter of 2020.
Equity
Total equity attributable to our company increased by $36.7 million, primarily the result of net income, attributable to income from origination of PPP loans, unrealized gains on MBS and MSRs, and the recovery of loan reserves.
Selected Balance Sheet Information by Business Segment and Corporate - Other
The following table presents certain selected balance sheet information by each of our four business segments, with the remaining amounts reflected in Corporate –Other, as of June 30, 2020:
78
Results of Operations
The following table compares our summarized results of operations for the three and six months ended June 30, 2020 and 2019 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Three Months Ended June 30, |
|
$ Change |
|
Six Months Ended June 30, |
|
$ Change |
||||||||||
|
|
|
2020 |
|
2019 |
|
2020 vs. 2019 |
|
2020 |
|
2019 |
|
2020 vs. 2019 |
||||||
|
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan acquisitions |
|
$ |
14,977 |
|
$ |
18,208 |
|
$ |
(3,231) |
|
$ |
31,470 |
|
$ |
28,881 |
|
$ |
2,589 |
|
SBC originations |
|
|
37,497 |
|
|
30,639 |
|
|
6,858 |
|
|
76,766 |
|
|
58,828 |
|
|
17,938 |
|
SBA originations, acquisitions and servicing |
|
|
8,808 |
|
|
7,124 |
|
|
1,684 |
|
|
21,279 |
|
|
16,233 |
|
|
5,046 |
|
Residential mortgage banking |
|
|
1,929 |
|
|
1,063 |
|
|
866 |
|
|
3,247 |
|
|
1,845 |
|
|
1,402 |
|
Total interest income |
|
$ |
63,211 |
|
$ |
57,034 |
|
$ |
6,177 |
|
$ |
132,762 |
|
$ |
105,787 |
|
$ |
26,975 |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan acquisitions |
|
$ |
(10,654) |
|
$ |
(10,602) |
|
$ |
(52) |
|
$ |
(21,859) |
|
$ |
(18,307) |
|
$ |
(3,552) |
|
SBC originations |
|
|
(23,507) |
|
|
(21,401) |
|
|
(2,106) |
|
|
(49,134) |
|
|
(42,068) |
|
|
(7,066) |
|
SBA originations, acquisitions and servicing |
|
|
(6,839) |
|
|
(2,300) |
|
|
(4,539) |
|
|
(15,352) |
|
|
(8,790) |
|
|
(6,562) |
|
Residential mortgage banking |
|
|
(2,036) |
|
|
(1,450) |
|
|
(586) |
|
|
(3,621) |
|
|
(2,364) |
|
|
(1,257) |
|
Corporate - other |
|
|
(372) |
|
|
- |
|
|
(372) |
|
|
(372) |
|
|
- |
|
|
(372) |
|
Total interest expense |
|
$ |
(43,408) |
|
$ |
(35,753) |
|
$ |
(7,655) |
|
$ |
(90,338) |
|
$ |
(71,529) |
|
$ |
(18,809) |
|
Net interest income before provision for loan losses |
|
$ |
19,803 |
|
$ |
21,281 |
|
$ |
(1,478) |
|
$ |
42,424 |
|
$ |
34,258 |
|
$ |
8,166 |
|
Loan acquisitions |
|
$ |
(1,965) |
|
$ |
(544) |
|
$ |
(1,421) |
|
|
(7,688) |
|
|
(677) |
|
|
(7,011) |
|
SBC originations |
|
|
5,821 |
|
|
(350) |
|
|
6,171 |
|
|
(24,007) |
|
|
(309) |
|
|
(23,698) |
|
SBA originations, acquisitions and servicing |
|
|
(2,765) |
|
|
(454) |
|
|
(2,311) |
|
|
(7,019) |
|
|
(880) |
|
|
(6,139) |
|
Residential mortgage banking |
|
|
(500) |
|
|
— |
|
|
(500) |
|
|
(500) |
|
|
— |
|
|
(500) |
|
Provision for loan losses |
|
$ |
591 |
|
$ |
(1,348) |
|
|
1,939 |
|
|
(39,214) |
|
|
(1,866) |
|
|
(37,348) |
|
Net interest income after provision for loan losses |
|
$ |
20,394 |
|
$ |
19,933 |
|
$ |
461 |
|
$ |
(36,004) |
|
$ |
30,526 |
|
$ |
(66,530) |
|
Non-interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan acquisitions |
|
$ |
6,272 |
|
$ |
2,832 |
|
$ |
3,440 |
|
$ |
(1,253) |
|
$ |
5,762 |
|
$ |
(7,015) |
|
SBC originations |
|
|
7,354 |
|
|
3,673 |
|
|
3,681 |
|
|
6,327 |
|
|
9,245 |
|
|
(2,918) |
|
SBA originations, acquisitions and servicing |
|
|
32,700 |
|
|
6,103 |
|
|
26,597 |
|
|
37,249 |
|
|
10,348 |
|
|
26,901 |
|
Residential mortgage banking |
|
|
74,585 |
|
|
20,298 |
|
|
54,287 |
|
|
101,012 |
|
|
33,074 |
|
|
67,938 |
|
Corporate - other |
|
|
16 |
|
|
50 |
|
|
(34) |
|
|
115 |
|
|
30,793 |
|
|
(30,678) |
|
Total non-interest income |
|
$ |
120,927 |
|
$ |
32,956 |
|
$ |
87,971 |
|
$ |
143,450 |
|
$ |
89,222 |
|
$ |
54,228 |
|
Non-interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan acquisitions |
|
$ |
(8,586) |
|
$ |
(2,197) |
|
$ |
(6,389) |
|
$ |
(19,390) |
|
$ |
(3,676) |
|
$ |
(15,714) |
|
SBC originations |
|
|
(10,933) |
|
|
(6,274) |
|
|
(4,659) |
|
|
(19,018) |
|
|
(12,167) |
|
|
(6,851) |
|
SBA originations, acquisitions and servicing |
|
|
(10,400) |
|
|
(6,929) |
|
|
(3,471) |
|
|
(16,493) |
|
|
(11,791) |
|
|
(4,702) |
|
Residential mortgage banking |
|
|
(61,394) |
|
|
(22,906) |
|
|
(38,488) |
|
|
(94,594) |
|
|
(40,726) |
|
|
(53,868) |
|
Corporate - other |
|
|
(9,845) |
|
|
(6,294) |
|
|
(3,551) |
|
|
(16,455) |
|
|
(17,520) |
|
|
1,065 |
|
Total non-interest expense |
|
$ |
(101,158) |
|
$ |
(44,600) |
|
$ |
(56,558) |
|
$ |
(165,950) |
|
$ |
(85,880) |
|
$ |
(80,070) |
|
Net income (loss) before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan acquisitions |
|
$ |
44 |
|
$ |
7,697 |
|
$ |
(7,653) |
|
$ |
(18,720) |
|
$ |
11,983 |
|
$ |
(30,703) |
|
SBC originations |
|
|
16,232 |
|
|
6,287 |
|
|
9,945 |
|
|
(9,066) |
|
|
13,529 |
|
|
(22,595) |
|
SBA originations, acquisitions and servicing |
|
|
21,504 |
|
|
3,544 |
|
|
17,960 |
|
|
19,664 |
|
|
5,120 |
|
|
14,544 |
|
Residential mortgage banking |
|
|
12,584 |
|
|
(2,995) |
|
|
15,579 |
|
|
5,544 |
|
|
(8,171) |
|
|
13,715 |
|
Corporate - other |
|
|
(10,201) |
|
|
(6,244) |
|
|
(3,957) |
|
|
(16,712) |
|
|
13,273 |
|
|
(29,985) |
|
Total net income (loss) before provision for income taxes |
|
$ |
40,163 |
|
$ |
8,289 |
|
$ |
31,874 |
|
$ |
(19,290) |
|
$ |
35,734 |
|
$ |
(55,024) |
Results of Operations – Supplemental Information
Realized and unrealized gains (losses) on financial instruments are recorded in the consolidated statements of income and classified based on the nature of the underlying asset or liability.
79
The following table presents the components of realized and unrealized gains (losses) on financial instruments:
Acquisition Segment Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||||
|
(In Thousands) |
|
2020 |
|
2019 |
|
$ Change |
|
2020 |
|
2019 |
|
$ Change |
||||||
|
Interest income |
|
$ |
14,977 |
|
$ |
18,208 |
|
$ |
(3,231) |
|
$ |
31,470 |
|
$ |
28,881 |
|
$ |
2,589 |
|
Interest expense |
|
|
(10,654) |
|
|
(10,602) |
|
|
(52) |
|
|
(21,859) |
|
|
(18,307) |
|
|
(3,552) |
|
Net interest income before provision for loan losses |
|
$ |
4,323 |
|
$ |
7,606 |
|
$ |
(3,283) |
|
$ |
9,611 |
|
$ |
10,574 |
|
$ |
(963) |
|
Provision for loan losses |
|
|
(1,965) |
|
|
(544) |
|
|
(1,421) |
|
|
(7,688) |
|
|
(677) |
|
|
(7,011) |
|
Net interest income after provision for loan losses |
|
$ |
2,358 |
|
$ |
7,062 |
|
$ |
(4,704) |
|
$ |
1,923 |
|
$ |
9,897 |
|
|
(7,974) |
|
Non-interest income |
|
|
6,272 |
|
|
2,832 |
|
|
3,440 |
|
|
(1,253) |
|
|
5,762 |
|
|
(7,015) |
|
Non-interest expense |
|
|
(8,586) |
|
|
(2,197) |
|
|
(6,389) |
|
|
(19,390) |
|
|
(3,676) |
|
|
(15,714) |
|
Total non-interest income (expense) |
|
$ |
(2,314) |
|
$ |
635 |
|
$ |
(2,949) |
|
$ |
(20,643) |
|
$ |
2,086 |
|
$ |
(22,729) |
|
Net income (loss) before provision for income taxes |
|
$ |
44 |
|
$ |
7,697 |
|
$ |
(7,653) |
|
$ |
(18,720) |
|
$ |
11,983 |
|
$ |
(30,703) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
Interest income of $15.0 million for the quarter ended June 30, 2020 in our loan acquisitions segment represented a decrease of $3.2 million from the prior year quarter, primarily driven by loan payoffs, an increase in delinquencies in our acquired loan portfolio, and the curtailment of loan acquisitions in the second quarter of 2020. As of June 30, 2020, the carrying value of the acquired loan portfolio was $997.8 million, compared to $1.1 billion as of June 30, 2019.
Interest income of $31.5 million in the six months ended June 30, 2020 in our loan acquisitions segment represented an increase of $2.6 million from the prior period, primarily driven by the re-investment of capital into acquired loans throughout the second half of 2019.
Interest expense
Interest expense of $10.7 million for the quarter ended June 30, 2020 in our loan acquisitions segment represented an increase of $0.1 million from the prior year quarter, reflecting an increase in borrowing needs, as a result of deploying capital back into the acquired loan business throughout the second half of 2019.
Interest expense of $21.9 million in the six months ended June 30, 2020 in our loan acquisitions segment represented an increase of $3.6 million from the prior year period, primarily reflecting an increase in borrowing needs, as a result of deploying capital back into the acquired loan business and a higher average carrying value of the loan portfolio, as noted above.
80
Provision for loan losses
Provision for loan losses of $2.0 million for the quarter ended June 30, 2020 in our loan acquisitions segment represented an increase of $1.4 million from the prior year quarter. The increase in the provision for loan losses during the quarter ended June 30, 2020 was primarily the result of the implementation of the CECL impairment standard, which resulted in an increase in loan loss reserves across all product types upon implementation in 2020.
Provision for loan losses of $7.7 million for the six months ended June 30, 2020 in our loan acquisitions segment represented an increase of $7.0 million from the prior year period. The increase in the provision for loan losses during the six months ended June 30, 2020 was primarily the result of the implementation of the CECL impairment standard, which resulted in an increase in loan loss reserves across all product types upon implementation in 2020.
Non-interest income (loss)
Non-interest income of $6.3 million for the quarter ended June 30, 2020 in our loan acquisitions segment represented an increase of $3.4 million from the prior year quarter, primarily driven by a $5.6 million increase in income on purchased future receivables at Knight Capital.
Non-interest loss of $1.3 million for the six months ended June 30, 2020 in our loan acquisitions segment represented a decrease of $7.0 million from the prior year period, primarily driven by a decrease in income generated on our unconsolidated joint ventures of $7.5 million and an increase in unrealized losses on derivatives of $9.0 million, partially offset by a $9.1 million increase in income on purchased future receivables at Knight Capital.
Non-interest expense
Non-interest expense of $8.6 million for the quarter ended June 30, 2020 in our loan acquisitions segment represented an increase of $6.4 million from the prior year quarter ended June 30, 2019, primarily reflecting an increase in employee compensation and benefits of $2.6 million and an increase in general operating expenses of $3.2 million, due operating expenses incurred at Knight Capital.
Non-interest expense of $19.4 million for the six months ended June 30, 2020 in our loan acquisitions segment represented an increase of $15.7 million from the prior year period ended June 30, 2019, primarily reflecting an increase in employee compensation and benefits of $5.4 million at Knight Capital, REO impairment of $3.0 million, an increase in general operating expenses of $7.3 million and an increase in loan servicing expense of $0.9 million.
SBC Originations Segment Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||||
|
(In Thousands) |
|
2020 |
|
2019 |
|
$ Change |
|
2020 |
|
2019 |
|
$ Change |
||||||
|
Interest income |
|
$ |
37,497 |
|
$ |
30,639 |
|
$ |
6,858 |
|
$ |
76,766 |
|
$ |
58,828 |
|
$ |
17,938 |
|
Interest expense |
|
|
(23,507) |
|
|
(21,401) |
|
|
(2,106) |
|
|
(49,134) |
|
|
(42,068) |
|
|
(7,066) |
|
Net interest income before provision for loan losses |
|
$ |
13,990 |
|
$ |
9,238 |
|
$ |
4,752 |
|
$ |
27,632 |
|
$ |
16,760 |
|
$ |
10,872 |
|
Recoveries of (provision for) loan losses |
|
|
5,821 |
|
|
(350) |
|
|
6,171 |
|
|
(24,007) |
|
|
(309) |
|
|
(23,698) |
|
Net interest income after provision for loan losses |
|
$ |
19,811 |
|
$ |
8,888 |
|
$ |
10,923 |
|
$ |
3,625 |
|
$ |
16,451 |
|
|
(12,826) |
|
Non-interest income (loss) |
|
|
7,354 |
|
|
3,673 |
|
|
3,681 |
|
|
6,327 |
|
|
9,245 |
|
|
(2,918) |
|
Non-interest expense |
|
|
(10,933) |
|
|
(6,274) |
|
|
(4,659) |
|
|
(19,018) |
|
|
(12,167) |
|
|
(6,851) |
|
Total non-interest income (expense) |
|
$ |
(3,579) |
|
$ |
(2,601) |
|
$ |
(978) |
|
$ |
(12,691) |
|
$ |
(2,922) |
|
$ |
(9,769) |
|
Net income (loss) before provision for income taxes |
|
$ |
16,232 |
|
$ |
6,287 |
|
$ |
9,945 |
|
$ |
(9,066) |
|
$ |
13,529 |
|
$ |
(22,595) |
Interest income
Interest income of $37.5 million for the quarter ended June 30, 2020 in our SBC originations segment represented an increase of $6.9 million from the prior year quarter primarily reflecting an increase in SBC loan originations, resulting in higher average loan balances. Originated transitional loans contributed $22.4 million in interest income during the quarter
81
ended June 30, 2020, representing a $5.3 million increase from the quarter ended June 30, 2019. Originated SBC loans contributed $14.4 million in interest income during the quarter ended June 30, 2020, representing a $2.2 million increase from the quarter ended June 30, 2019.
Interest income of $76.8 million for the six months ended June 30, 2020 in our SBC originations segment represented an increase of $17.9 million from the prior year period primarily reflecting an increase in SBC loan originations, resulting in higher average loan balances. Originated transitional loans contributed $44.6 million in interest income during the six months ended June 30, 2020, representing a $13.3 million increase from the six months ended June 30, 2019. Originated SBC loans contributed $30.8 million in interest income during the six months ended June 30, 2020, representing a $5.9 million increase from the six months ended June 30, 2019.
Interest expense
Interest expense of $23.5 million in our SBC originations segment represented an increase of $2.1 million from the prior year quarter ended June 30, 2019, primarily reflecting an increase in borrowing activities under our shorter-term secured borrowings and securitized debt obligations.
Interest expense of $49.1 million in our SBC originations segment represented an increase of $7.1 million from the prior year period ended June 30, 2019, primarily reflecting an increase in borrowing activities under our shorter-term secured borrowings and securitized debt obligations.
Provision for (Recoveries of) loan losses
Recoveries of loan losses of $5.8 million for the quarter ended June 30, 2020 in our SBC originations segment represented an increase of $6.2 million from the prior year quarter. The decrease in the provision for loan losses during the three months ended June 30, 2020 is due to a recovery of the provision taken in the first quarter of 2020, which was primarily attributed to the significant adverse change in the economic outlook due to the COVID-19 pandemic.
Provision for loan losses of $24.0 million for the six months ended June 30, 2020 in our SBC originations segment represented an increase of $23.7 million from the prior year period. The increase in the provision for loan losses during the six months ended June 30, 2020 million was primarily the result of the implementation of the CECL impairment standard, which resulted in an increase in loan loss reserves across all product types upon implementation in 2020.
Non-interest income (loss)
Non-interest income (loss) of $7.4 million for the quarter ended June 30, 2020 in our SBC originations segment represented an increase of $3.7 million from the prior quarter ended June 30, 2019 primarily reflecting an increase in realized gains on sales of Freddie Mac loans of $2.0 million and a reduction of unrealized losses on non-designated interest rate swap hedges.
Non-interest income (loss) of $6.3 million for the six months ended June 30, 2020 in our SBC originations segment represented a decrease of $2.9 million from the prior year period ended June 30, 2019 primarily reflecting a reduction in realized and unrealized gains on derivatives.
82
Non-interest expense
Non-interest expense of $10.9 million for the quarter ended June 30, 2020 in our SBC originations segment represented an increase of $4.7 million from the prior year quarter ended June 30, 2019, primarily reflecting an increase in general operating expenses of $1.7 million and an increase in employee compensation expense of $2.9 million.
Non-interest expense of $19.0 million for the six months ended June 30, 2020 in our SBC originations segment represented an increase of $6.9 million from the prior year period ended June 30, 2019, primarily reflecting an increase in general operating expenses of $3.1 million, an increase in employee compensation expense of $3.4 million, and an increase in servicing expense of $0.6 million.
SBA Originations, Acquisitions and Servicing Segment Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||||
|
(In Thousands) |
|
2020 |
|
2019 |
|
$ Change |
|
2020 |
|
2019 |
|
$ Change |
||||||
|
Interest income |
|
$ |
8,808 |
|
$ |
7,124 |
|
$ |
1,684 |
|
$ |
21,279 |
|
$ |
16,233 |
|
$ |
5,046 |
|
Interest expense |
|
|
(6,839) |
|
|
(2,300) |
|
|
(4,539) |
|
|
(15,352) |
|
|
(8,790) |
|
|
(6,562) |
|
Net interest income before provision for loan losses |
|
$ |
1,969 |
|
$ |
4,824 |
|
$ |
(2,855) |
|
$ |
5,927 |
|
$ |
7,443 |
|
$ |
(1,516) |
|
Provision for loan losses |
|
|
(2,765) |
|
|
(454) |
|
|
(2,311) |
|
|
(7,019) |
|
|
(880) |
|
|
(6,139) |
|
Net interest income after provision for loan losses |
|
$ |
(796) |
|
$ |
4,370 |
|
$ |
(5,166) |
|
$ |
(1,092) |
|
$ |
6,563 |
|
|
(7,655) |
|
Non-interest income |
|
|
32,700 |
|
|
6,103 |
|
|
26,597 |
|
|
37,249 |
|
|
10,348 |
|
|
26,901 |
|
Non-interest expense |
|
|
(10,400) |
|
|
(6,929) |
|
|
(3,471) |
|
|
(16,493) |
|
|
(11,791) |
|
|
(4,702) |
|
Total non-interest income (expense) |
|
$ |
22,300 |
|
$ |
(826) |
|
$ |
23,126 |
|
$ |
20,756 |
|
$ |
(1,443) |
|
$ |
22,199 |
|
Net income (loss) before provision for income taxes |
|
$ |
21,504 |
|
$ |
3,544 |
|
$ |
17,960 |
|
$ |
19,664 |
|
$ |
5,120 |
|
$ |
14,544 |
Interest income
Interest income of $8.8 million for the quarter ended June 30, 2020 in our SBA originations, acquisitions, and servicing segment represented an increase of $1.7 million from the prior year quarter ended June 30, 2019, due to an increase in loan origination activities during 2019 resulting in higher average loan balances in 2020.
Interest income of $21.3 million for the six months ended June 30, 2020 in our SBA originations, acquisitions, and servicing segment represented an increase of $5.1 million from the prior year period ended June 30, 2019, due to an increase in loan origination activities during 2019 resulting in higher average loan balances in 2020.
Interest expense
Interest expense of $6.8 million for the quarter ended June 30, 2020 in our SBA originations, acquisitions, and servicing segment represented an increase of $4.5 million from the prior year quarter ended June 30, 2019 primarily reflecting an increase in borrowing activities under secured short-term borrowings due to the need to finance a greater number of loan originations during 2019.
Interest expense of $15.4 million for the six months ended June 30, 2020 in our SBA originations, acquisitions, and servicing segment represented an increase of $6.6 million from the prior year period ended June 30, 2019 primarily reflecting an increase in borrowing activities under secured short-term borrowings due to the need to finance a greater number of loan originations during 2019.
83
Provision for loan losses
Provision for loan losses of $2.8 million for the quarter ended June 30, 2020 in our SBA originations, acquisitions, and servicing segment. The increase in the provision for loan losses during the three months ended June 30, 2020 of $2.3 million was primarily the result of the implementation of the CECL impairment standard, which resulted in an increase in loan loss reserves across all product types upon implementation in 2020.
Provision for loan losses of $7.0 million for the six months ended June 30, 2020 in our SBA originations, acquisitions, and servicing segment. The increase in the provision for loan losses during the six months ended June 30, 2020 of $6.1 million was primarily the result of the implementation of the CECL impairment standard, which resulted in an increase in loan loss reserves across all product types upon implementation in 2020.
Non-interest income
Non-interest income of $32.7 million for the quarter ended June 30, 2020 in our SBA originations, acquisitions, and servicing segment represented an increase of $26.6 million from the prior year quarter ended June 30, 2019 primarily reflecting income from origination of PPP loans.
Non-interest income of $37.2 million for the six months ended June 30, 2020 in our SBA originations, acquisitions, and servicing segment represented an increase of $26.9 million from the prior year period ended June 30, 2019 primarily reflecting income from origination of PPP loans.
Non-interest expense
Non-interest expense of $10.4 million for the quarter ended June 30, 2020 in our SBA originations, acquisitions, and servicing segment represented an increase of $3.5 million compared to the prior year quarter ended June 30, 2019, primarily reflecting an increase in other operating expenses of $4.5 million, partially offset by a reduction in employee compensation expense of $0.9 million.
Non-interest expense of $16.5 million for the six months ended June 30, 2020 in our SBA originations, acquisitions, and servicing segment represented an increase of $4.7 million compared to the prior year period ended June 30, 2019, primarily reflecting an increase in other operating expenses of $5.0 million and an increase in servicing expense of $0.5 million, partially offset by a reduction in employee compensation expense of $0.8 million.
Residential Mortgage Banking Segment Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||||
|
(In Thousands) |
|
2020 |
|
2019 |
|
$ Change |
|
2020 |
|
2019 |
|
$ Change |
||||||
|
Interest income |
|
$ |
1,929 |
|
$ |
1,063 |
|
$ |
866 |
|
$ |
3,247 |
|
$ |
1,845 |
|
$ |
1,402 |
|
Interest expense |
|
|
(2,036) |
|
|
(1,450) |
|
|
(586) |
|
|
(3,621) |
|
|
(2,364) |
|
|
(1,257) |
|
Net interest income before provision for loan losses |
|
$ |
(107) |
|
$ |
(387) |
|
$ |
280 |
|
$ |
(374) |
|
$ |
(519) |
|
$ |
145 |
|
Provision for loan losses |
|
|
(500) |
|
|
— |
|
|
(500) |
|
|
(500) |
|
|
— |
|
|
(500) |
|
Net interest income after provision for loan losses |
|
$ |
(607) |
|
$ |
(387) |
|
$ |
(220) |
|
$ |
(874) |
|
$ |
(519) |
|
|
(355) |
|
Non-interest income |
|
|
74,585 |
|
|
20,298 |
|
|
54,287 |
|
|
101,012 |
|
|
33,074 |
|
|
67,938 |
|
Non-interest expense |
|
|
(61,394) |
|
|
(22,906) |
|
|
(38,488) |
|
|
(94,594) |
|
|
(40,726) |
|
|
(53,868) |
|
Total non-interest income (expense) |
|
$ |
13,191 |
|
$ |
(2,608) |
|
$ |
15,799 |
|
$ |
6,418 |
|
$ |
(7,652) |
|
$ |
14,070 |
|
Net income (loss) before provision for income taxes |
|
$ |
12,584 |
|
$ |
(2,995) |
|
$ |
15,579 |
|
$ |
5,544 |
|
$ |
(8,171) |
|
$ |
13,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
Interest income of $1.9 million in our residential mortgage banking segment for the quarter ended June 30, 2020 represented an increase of $0.9 million from the prior year quarter ended June 30, 2019, reflecting an increase in overall loan originations, resulting in an increase in balance sheet carrying values of loans during the quarter ended June 30, 2020.
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Interest income of $3.2 million in our residential mortgage banking segment for the six months ended June 30, 2020 represented an increase of $1.4 million from the prior year period ended June 30, 2019, reflecting an increase in overall loan originations, resulting in an increase in balance sheet carrying values of loans during the six months ended June 30, 2020.
Interest expense
Interest expense of $2.0 million in our residential mortgage banking segment for the quarter ended June 30, 2020 represented an increase of $0.6 million from the prior year quarter ended June 30, 2019, primarily reflecting borrowing costs on a greater number of originated loans.
Interest expense of $3.6 million in our residential mortgage banking segment for the six months ended June 30, 2020 represented an increase of $1.3 million from the prior year period ended June 30, 2019, primarily reflecting borrowing costs on a greater number of originated loans.
Provision for loan losses
Provision for loan losses of $0.5 million for the quarter ended June 30, 2020 in our residential mortgage banking segment. The increase in the provision for loan losses during the three months ended June 30, 2020 was primarily the result of financial hardships experienced by certain borrowers as a result of COVID-19.
Provision for loan losses of $0.5 million for the six months ended June 30, 2020 in our residential mortgage banking segment. The increase in the provision for loan losses during the six months ended June 30, 2020 was primarily the result of financial hardships experienced by certain borrowers as a result of COVID-19.
Non-interest income
Non-interest income of $74.6 million in our residential mortgage banking segment for the quarter ended June 30, 2020 represented an increase of $54.3 million from the prior year quarter ended June 30, 2019 primarily reflecting an increase in revenue on residential mortgage banking activities of $59.5 million as a result of an increase in loan originations in the current year. This was offset by unrealized losses on residential MSRs of $12.0 million during the quarter ended June 30, 2020 compared to $6.3 million of unrealized losses during the quarter ended June 30, 2019.
Non-interest income of $101.0 million in our residential mortgage banking segment for the six months ended June 30, 2020 represented an increase of $67.9 million from the prior year period ended June 30, 2019 primarily reflecting an increase in revenue on residential mortgage banking activities of $81.6 million as a result of an increase in loan originations in the current year. This was offset by unrealized losses on residential MSRs of $28.5 million during the six months ended June 30, 2020 compared to $13.5 million of unrealized losses during the six months ended June 30, 2019.
Non-interest expense
Non-interest expense of $61.4 million in our residential mortgage banking segment for the quarter ended June 30, 2020 represented an increase of $38.5 million from the prior year quarter ended June 30, 2019, primarily reflecting an increase in variable expenses on residential mortgage banking activities of $22.9 million, an increase in employee compensation of $10.4 million, and an increase in loan servicing expense of $5.2 million.
Non-interest expense of $94.5 million in our residential mortgage banking segment for the six months ended June 30, 2020 represented an increase of $53.9 million from the prior year period ended June 30, 2019, primarily reflecting an increase in variable expenses on residential mortgage banking activities of $33.9 million, an increase in employee compensation of $14.5 million, and an increase in loan servicing expense of $5.7 million.
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Corporate- Other
Non-interest income
Non-interest income of $30.7 million in our Corporate – Other segment for the six months ended June 30, 2019 represented a bargain purchase gain associated with the ORM merger. There were no significant changes for the three months ended June 30, 2020 compared to the prior year quarter.
Non-interest expense
Non-interest expense of $9.8 million for the quarter ended June 30, 2020 increased $3.5 million from the prior year quarter ended June 30, 2019 primarily due to incentive fees due to our Manager of $3.5 million.
Non-interest expense of $16.5 million for the six months ended June 30, 2020 decreased $1.1 million from the prior year period ended June 30, 2019 primarily due to a decrease in merger related expense of $6.0 million, partially offset by an increase in incentive fees and management fees due to our Manager of $4.2 million.
Non-GAAP financial measures
We believe that providing investors with core earnings, a non-U.S. GAAP financial measure, in addition to the related U.S. GAAP measures, gives investors greater transparency into the information used by management in our financial and operational decision-making. However, because core earnings is an incomplete measure of our financial performance and involves differences from net income computed in accordance with U.S. GAAP, it should be considered along with, but not as an alternative to, our net income as a measure of our financial performance. In addition, because not all companies use identical calculations, our presentation of core earnings may not be comparable to other similarly-titled measures of other companies.
We calculate core earnings as GAAP net income (loss) excluding the following:
| i) | any unrealized gains or losses on certain MBS |
| ii) | any realized gains or losses on sales of certain MBS |
| iii) | any unrealized gains or losses on Residential MSRs |
| iv) | one-time non-recurring gains or losses, such as gains or losses on discontinued operations, bargain purchase gains, or merger related expenses |
In calculating core earnings, net income (in accordance with GAAP) is adjusted to exclude unrealized gains and losses on MBS acquired by us in the secondary market, but is not adjusted to exclude unrealized gains and losses on MBS retained by us as part of our loan origination businesses, where we transfer originated loans into an MBS securitization and retain an interest in the securitization. In calculating core earnings, we do not adjust net income (in accordance with GAAP) to take into account unrealized gains and losses on MBS retained by us as part of our loan origination businesses because we consider the unrealized gains and losses that are generated in the loan origination and securitization process to be a fundamental part of this business and an indicator of the ongoing performance and credit quality of our historical loan originations. In calculating core earnings, net income (in accordance with GAAP) is adjusted to exclude realized gains and losses on certain MBS securities considered to be non-core. Certain MBS positions are considered to be non-core due to a variety of reasons which may include collateral type, duration, and size. In 2016, we liquidated the majority of our non-core MBS portfolio to fund our core and recurring operating segments.
In addition, in calculating core earnings, net income (in accordance with GAAP) is adjusted to exclude unrealized gains or losses on residential MSRs, held at fair value. We treat our commercial MSRs and residential MSRs as two separate classes based on the nature of the underlying mortgages and our treatment of these assets as two separate pools for risk management purposes. Servicing rights relating to our small business commercial business are accounted for under ASC 860, Transfer and Servicing, while our residential MSRs are accounted for under the fair value option under ASC 825, Financial Instruments. In calculating core earnings, we do not exclude realized gains or losses on either commercial MSRs or residential MSRs, held at fair value, as servicing income is a fundamental part of our business and as an indicator of the ongoing performance.
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The following table presents our summarized consolidated results of operations and reconciliation to core earnings for the three and six months ended June 30, 2020 and 2019:
Three Months Ended June 30, 2020 Compared to the Three Months Ended June 30, 2019
Consolidated net income increased by $23.4 million, from $11.2 million during the three months ended June 30, 2019 to $34.7 million during the three months ended June 30, 2020. Core earnings increased by $22.4 million, from $16.8 million during the three months ended June 30, 2019 to $39.2 million during the three months ended June 30, 2020.
The increase in consolidated net income was primarily the result of $23.1 million of revenue recognized on loans originated under the SBA’s PPP program. Core earnings increased by $22.4 million as a result of the PPP revenue as noted above.
Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019
Consolidated net income decreased by $58.5 million, from $41.7 million during the six months ended June 30, 2019 to a net loss of $16.9 million during the six months ended June 30, 2020. Core earnings increased by $12.4 million, from $28.1 million during the six months ended June 30, 2019 to $40.4 million during the six months ended June 30, 2020.
The decrease in consolidated net income was the result the result of a number of factors, including a $35.4 million reduction due to the adoption of CECL during the three months ended March 31, 2020. In addition, unrealized losses on MSRs of $16.4 million and $3.0 million of non-recurring REO impairment experienced in the first quarter of 2020. In addition, we experienced a bargain purchase gain of $30.7 million, offset by merger related expenses of $5.5 million, as a result of the ORM merger transaction in the first quarter of 2019. This was partially offset by the $23.1 million of revenue recognized on loans originated under the SBA’s PPP program.
Core earnings increased by $12.4 million as a result of the $23.1 million of revenue recognized on loans originated under the SBA’s PPP program and revenue growth in our residential mortgage banking segment.
87
COVID-19 Impact on Operating Results
The significant and wide-ranging response of international, federal, state and local public health and governmental authorities to the COVID-19 pandemic in regions across the United States and the world, including the imposition of quarantines, “stay-at-home” orders and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations, and the volatile economic, business and financial market conditions resulting therefrom, are expected to negatively impact our business, financial performance and operating results in later periods of 2020. Although we are uncertain of the potential full magnitude or duration of the business and economic impacts from the unprecedented public health efforts to contain and combat the spread of COVID-19, we will likely experience material deterioration in our financial performance and operating results, revenues, cash flow and/or profitability in one or more of the remaining periods in 2020 compared to the corresponding prior-year periods and compared to our expectations at the beginning of our 2020 fiscal year. Further discussion of the potential impacts on our business from the COVID-19 pandemic is provided in the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.
Incentive distribution payable to our Manager
Under the partnership agreement of our operating partnership, our Manager, the holder of the Class A special unit in our operating partnership, is entitled to receive an incentive distribution, distributed quarterly in arrears in an amount not less than zero equal to the difference between (i) the product of (A) 15% and (B) the difference between (x) core earnings (as described below) of our operating partnership, on a rolling four-quarter basis and before the incentive distribution for the current quarter, and (y) the product of (1) the weighted average of the issue price per share of common stock or operating partnership unit (“OP unit”) (without double counting) in all of our offerings multiplied by the weighted average number of shares of common stock outstanding (including any restricted shares of common stock and any other shares of common stock underlying awards granted under our 2012 equity incentive plan) and OP units (without double counting) in such quarter and (2) 8%, and (ii) the sum of any incentive distribution paid to our Manager with respect to the first three quarters of such previous four quarters; provided, however, that no incentive distribution is payable with respect to any calendar quarter unless cumulative core earnings is greater than zero for the most recently completed 12 calendar quarters, or the number of completed calendar quarters since the closing date of the merger with ZAIS Financial Corp. (“ZAIS Financial merger”), whichever is less.
For purposes of calculating the incentive distribution, the shares of common stock and OP units issued as of the closing of the ZAIS Financial merger in connection with the merger agreement were deemed to be issued at the per share price equal to (i) the sum of (A) the weighted average of the issue price per share of Sutherland common stock or Sutherland OP units (without double counting) issued prior to the closing of the ZAIS Financial merger multiplied by the number of shares of Sutherland common stock outstanding and Sutherland OP units (without double counting) issued prior to the closing of the merger plus (B) the amount by which the net book value of our Company as of the closing of the merger (after giving effect to the closing of the merger agreement) exceeded the amount of the net book value of Sutherland immediately preceding the closing of the merger, divided by (ii) all of the shares of our common stock and OP units issued and outstanding as of the closing of the merger (including the date of the closing of the mergers).
The incentive distribution shall be calculated within 30 days after the end of each quarter and such calculation shall promptly be delivered to our Company. We are obligated to pay the incentive distribution 50% in cash and 50% in either common stock or OP units, as determined in our discretion, within five business days after delivery to our Company of the written statement from the holder of the Class A special unit setting forth the computation of the incentive distribution for such quarter. Subject to certain exceptions, our Manager may not sell or otherwise dispose of any portion of the incentive distribution issued to it in common stock or OP units until after the three year anniversary of the date that such shares of common stock or OP units were issued to our Manager. The price of shares of our common stock for purposes of determining the number of shares payable as part of the incentive distribution is the closing price of such shares on the last trading day prior to the approval by our board of the incentive distribution.
For purposes of determining the incentive distribution payable to our Manager, core earnings is defined under the partnership agreement of our operating partnership in a manner that is similar to the definition of core earnings described above under "Non-GAAP Financial Measures" but with the following additional adjustments which (i) further exclude: (a) the incentive distribution, (b) non-cash equity compensation expense, if any, (c) unrealized gains or losses on SBC loans (not just MBS and MSRs), (d) depreciation and amortization (to the extent we foreclose on any property), and (e) one-time events pursuant to changes in U.S. GAAP and certain other non-cash charges after discussions between our
88
Manager and our independent directors and after approval by a majority of the independent directors and (ii) add back any realized gains or losses on the sales of MBS and on discontinued operations which were excluded from the definition of core earnings described above under "Non-GAAP Financial Measures".
Liquidity and Capital Resources
Liquidity is a measure of our ability to turn non-cash assets into cash and to meet potential cash requirements. We use significant cash to purchase SBC loans and other target assets, originate new SBC loans, pay dividends, repay principal and interest on our borrowings, fund our operations and meet other general business needs. Our primary sources of liquidity will include our existing cash balances, borrowings, including securitizations, re-securitizations, repurchase agreements, warehouse facilities, bank credit facilities (including term loans and revolving facilities), the net proceeds of this and future offerings of equity and debt securities, including our Senior Secured Notes, Corporate debt, and Convertible Notes, and net cash provided by operating activities.
We are continuing to monitor the COVID-19 pandemic and its impact on us, the borrowers underlying our real estate-related assets, the tenants in the properties we own, our financing sources, and the economy as a whole. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our operations and liquidity remains uncertain and difficult to predict. Further discussion of the potential impacts on us from the COVID-19 pandemic is provided in the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.
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Cash flow activity
The following table provides a summary of the net change in our cash and cash equivalents and restricted cash:
Three months ended June 30, 2020 compared to the three months ended June 30, 2019
Cash, cash equivalents, and restricted cash increased by $125.4 million during the current quarter ended June 30, 2020, reflecting:
| ● | Net cash provided by operating activities of $148.0 million for the current quarter related primarily to: |
| - | Cash inflows from proceeds on sales and pay-downs on loans, held-for-sale, at fair value of $1,471.9 million, offset by cash outflows on originations of new loans of $1,401.4 million. |
| ● | Net cash provided by investing activities of $7.1 million for the current quarter related primarily to: |
| - | Cash outflows of $145.3 million relating to originations and purchases of loans, held at fair value and held-for-investment loans, offset by cash inflows relating to repayments of loans, held-for-investment of $148.5 million and sales and repayments of MBS of $3.5 million. |
| ● | Net cash used in financing activities of $29.7 million for the current quarter related primarily to: |
| - | Net repayment of borrowings of $444.5 million and repayments of guaranteed loan financing of $24.7 million, partially offset by net proceeds from securitized debt obligations of $452.6 million. |
| - |
Cash, cash equivalents, and restricted cash decreased by $18.8 million during the previous quarter ended June 30, 2019, reflecting:
| ● | Net cash used in operating activities of $58.0 million for the prior year quarter related primarily to: |
| - | Cash outflows on originations and purchases of new loans, held-for-sale, at fair value of $639.2 million, partially offset by cash inflows on sale and pay-downs of loans of $598.6 million. |
| ● | Net cash used in investing activities of $504.4 million for the prior year quarter related primarily to: |
| - | Cash outflows of $695.0 million relating to originations and purchases of loans, held-for-investment, partially offset by cash inflows relating to repayments of loans, held at fair value and held-for-investment of $195.7 million and sales and repayments of MBS of $2.2 million. |
| ● | Net cash provided by financing activities of $544.4 million for the prior year quarter related primarily to: |
| - | Net proceeds from securitized debt obligations of $430.9 million and $140.6 million of secured borrowings. |
Six months ended June 30, 2020 compared to the six months ended June 30, 2019
Cash, cash equivalents, and restricted cash increased by $221.4 million during the six months ended June 30, 2020, reflecting:
| ● | Net cash provided by operating activities of $48.0 million for the current quarter related primarily to: |
| - | Cash inflows from an increase in accounts payable and other accrued liabilities of $59.0 million primarily due to $14 million of deferred revenue relating to PPP activities, which will be received in future periods, and approximately $40 million due to third parties relating to PPP activities. |
90
| ● | Net cash used in investing activities of $137.4 million for the current quarter related primarily to: |
| - | Cash outflows of $526.9 million relating to originations and purchases of loans, held at fair value and held-for-investment loans, offset by cash inflows relating to repayments of loans, held at fair value and held-for-investment of $371.7 million, sales and repayments of MBS of $8.5 million, and sales of real estate $9.0 million. |
| ● | Net cash provided by financing activities of $310.8 million for the current quarter related primarily to: |
| - | Net proceeds from securitized debt of $327.2 million and net proceeds from secured borrowings of $65.8 million, partially offset by repayments of guaranteed loan financing of $59.3 million. |
Cash, cash equivalents, and restricted cash increased by $7.1 million during the six months ended June 30, 2019, reflecting:
| ● | Net cash used in operating activities of $58.0 million for the prior year period related primarily to: |
| - | Cash outflows on originations and purchases of new loans, held-for-sale, at fair value of $1,084.7 million, partially offset by cash inflows on sale and pay-downs of loans of $1,057.1 million. |
| ● | Net cash used in investing activities of $674.6 million for the prior year period related primarily to: |
| - | Cash outflows of $1,069.4 million relating to originations and purchases of loans, held-for-investment, partially offset by cash inflows relating to repayments of loans, held at fair value and held-for-investment of $382.8 million and sales and repayments of MBS of $10.0 million. |
| ● | Net cash provided by financing activities of $739.7 million for the prior year period related primarily to: |
| - | Net proceeds from securitized debt obligations of $667.9 million and $142.4 million of secured borrowings. |
Collateralized borrowings under repurchase agreements
The following table presents the amount of collateralized borrowings outstanding under repurchase agreements as of the end of each quarter, the average amount of collateralized borrowings outstanding under repurchase agreements during the quarter and the highest balance of any month end during the quarter (dollars in thousands):
The net decrease in the outstanding balances during 2017 was primarily due to the proceeds provided by our convertible note issuance of approximately $115.0 million and proceeds provided by our senior secured notes of approximately $142.0 million, which were used to pay-down borrowings under repurchase agreements of approximately $218.2 million.
The net increase in the outstanding balances during 2018 was primarily due to the increased loan and MBS investment activity, which resulted in a greater need to finance these assets, which was accomplished using borrowings under repurchase agreements. These balances are typically paid down as we securitize our acquired and originated loan assets and issue senior bonds.
The net increase in the outstanding balances during 2019 was primarily due to the increased loan origination and acquisition activity, which resulted in a greater need to finance these assets, which was accomplished using borrowings
91
under repurchase agreements. These balances were partially paid down during the fourth quarter of 2019 using proceeds received from our securitization activities and equity issuances.
The net decrease in the outstanding balance during the first half of 2020 was primarily due to securitization of our acquired and originated loan assets in June 2020.
Debt facilities
We maintain various forms of short-term and long-term financing arrangements. Borrowings underlying these arrangements are primarily secured by loans and investments. The following is a summary of our debt facilities:
(a) The current facility size is €200.0 million, but has been converted into USD for purposes of this disclosure.
(b) The weighted average interest rate of borrowings under credit facilities was 3.2% and 4.0% as of June 30, 2020 and December 31, 2019, respectively.
(c) The weighted average interest rate of borrowings under repurchase agreements was 3.7% and 4.2% as of June 30, 2020 and December 31, 2019, respectively.
Deutsche Bank loan repurchase facility
Our subsidiaries, ReadyCap Commercial, LLC (“ReadyCap Commercial”), Sutherland Asset I, LLC (“Sutherland Asset I”), Ready Capital Subsidiary REIT I, LLC (“Ready Capital Sub-REIT”), and Sutherland Warehouse Trust II, LLC (“Sutherland Warehouse Trust II”) renewed their master repurchase agreement in January 2020, pursuant to which ReadyCap Commercial, Sutherland Asset I and Sutherland Warehouse Trust II may be advanced an aggregate principal amount of up to $350 million on originated mortgage loans (the “DB Loan Repurchase Facility”).
As of June 30, 2020, we had $165.6 million outstanding under the DB Loan Repurchase Facility. The DB Loan Repurchase Facility is used to finance SBC loans, and the interest rate is LIBOR plus a spread, which varies depending on the type and age of the loan. The DB Loan Repurchase Facility has been extended through November 2021 and our subsidiaries have an option to extend the DB Loan Repurchase Facility for an additional year, subject to certain conditions. Up to 100% of the then-current unpaid obligations of ReadyCap Commercial, Sutherland Asset I, and Sutherland Warehouse Trust II are fully guaranteed by us.
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The eligible assets for the DB Loan Repurchase Facility are loans secured by a first mortgage lien on commercial properties subject to certain eligibility criteria, such as property type, geographical location, LTV ratios, debt yield and debt service coverage ratios. The principal amount paid by the bank for each mortgage loan is based on a percentage of the lesser of the mortgaged property value or the principal balance of such mortgage loan. ReadyCap Commercial, Sutherland Asset I, and Sutherland Warehouse Trust II paid the bank an up-front fee and are also required to pay the bank availability fees, and a minimum utilization fee for the DB Loan Repurchase Facility, as well as certain other administrative costs and expenses. The DB Loan Repurchase Facility also includes financial maintenance covenants, which include (i) an adjusted tangible net worth that does not decline by more than 25% in a quarter, 35% in a year or 50% from the highest adjusted tangible net worth, (ii) a minimum liquidity amount of the greater of (a) $5 million and (b) 3% of the sum of any outstanding recourse indebtedness plus the aggregate repurchase price of the mortgage loans on the Repurchase Agreement, (iii) a debt-to-assets ratio no greater than 80% and (iv) a tangible net worth at least equal to the sum of (a) the product of 1/15 and the amount of all non-recourse indebtedness (excluding the aggregate repurchase price) and other securitization indebtedness and (b) the product of 1/3 and the sum of the aggregate repurchase price and all recourse indebtedness.
JPMorgan loan repurchase facility
Our subsidiaries, ReadyCap Warehouse Financing, LLC (“ReadyCap Warehouse Financing”), Sutherland Warehouse Trust, LLC (“Sutherland Warehouse Trust”) entered into a master repurchase agreement in December 2015, pursuant to which ReadyCap Warehouse Financing, Sutherland Warehouse Trust and Ready Capital Mortgage Depositor II, LLC (which joined as a seller in October 2019), may sell, and later repurchase, mortgage loans in an aggregate principal amount of up to $400 million. Our subsidiaries renewed their master repurchase agreement with JPMorgan in February 2020 (the “JPM Loan Repurchase Facility”).
As of June 30, 2020, we had $182.3 million outstanding under the JPM Loan Repurchase Facility. The JPM Loan Repurchase Facility is used to finance commercial transitional loans, conventional commercial loans and commercial mezzanine loans and securities and the interest rate is LIBOR plus a spread, which is determined by the lender on an asset-by-asset basis. The JPM Loan Repurchase Facility is committed through December 10, 2020, and up to 25% of the then-current unpaid obligations of ReadyCap Warehouse Financing, Sutherland Warehouse Trust and Ready Capital Mortgage Depositor II, LLC are fully guaranteed by us.
The eligible assets for the JPM Loan Repurchase Facility are loans secured by first and junior mortgage liens on commercial properties and subject to approval by JPM as the Buyer. The principal amount paid by the bank for each mortgage loan is based on the principal balance of such mortgage loan. ReadyCap Warehouse Financing and Sutherland Warehouse Trust paid the bank a structuring fee and are also required to pay the bank unused fees for the JPM Loan Repurchase Facility, as well as certain other administrative costs and expenses. The JPM Loan Repurchase Facility also includes financial maintenance covenants, which include (i) total stockholders’ equity must not be permitted to be less than the sum of (a) 60% of total stockholders’ equity as of the closing date of the facility plus (b) 50% of the net proceeds of any equity issuance after the closing date (ii) maximum leverage of 3:1 and (iii) liquidity equal to at least the lesser of (a) 4% of the sum of (without duplication) (1) any outstanding indebtedness plus (2) amounts due under the repurchase agreement and (b) $15.0 million.
Citibank loan repurchase agreement
Our subsidiaries, Waterfall Commercial Depositor, LLC, Sutherland Asset I, LLC, Ready Capital Subsidiary REIT I, LLC, and ReadyCap Commercial, LLC renewed a master repurchase agreement in August 2020 with Citibank, N.A. (the "Citi Loan Repurchase Facility" and, together with the DB Loan Repurchase Facility and the JPM Loan Repurchase Facility, the "Loan Repurchase Facilities"), pursuant to which Waterfall Commercial Depositor and Sutherland Asset I may sell, and later repurchase, a trust certificate (the “Trust Certificate”), representing interests in mortgage loans in an aggregate principal amount of up to $500 million.
As of June 30, 2020, we had $132.3 million outstanding under the Citi Loan Repurchase Facility. The Citi Loan Repurchase Facility is used to finance SBC loans, and the interest rate is one month LIBOR plus a spread, depending on asset characteristics. The Citi Loan Repurchase Facility is committed for a period of 364 days, and up to 25% of the then-current unpaid obligations of Waterfall Commercial Depositor, Sutherland Asset I, and ReadyCap Commercial, LLC are fully guaranteed by us.
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The eligible assets for the Citi Loan Repurchase Facility are loans secured by a first mortgage lien on commercial properties, which, amongst other things, generally have a UPB of less than $10 million. The principal amount paid by the bank for the Trust Certificate is based on a percentage of the lesser of the market value or the UPB of such mortgage loans backing the Trust Certificate. Waterfall Commercial Depositor, Sutherland Asset I, and ReadyCap Commercial, LLC are required to pay the bank a commitment fee for the Citi Loan Repurchase Facility, as well as certain other administrative costs and expenses. The Citi Loan Repurchase Facility includes financial maintenance covenants, which include (i) our operating partnership’s net asset value not (A) declining more than 15% in any calendar month, (B) declining more than 25% in any calendar quarter, (C) declining more than 35% in any calendar year, or (D) declining more than 50% from our operating partnership’s highest net asset value set forth in any audited financial statement provided to the bank; (ii) our operating partnership maintaining liquidity in an amount equal to at least 1% of our outstanding indebtedness; and (iii) the ratio of our operating partnership’s total indebtedness (excluding non-recourse liabilities in connection with any securitization transaction) to our net asset value not exceeding 4:1 at any time.
Securities repurchase agreements
As of June 30, 2020, we had $199.0 million of secured borrowings related to SBC ABS and pledged Trust Certificates with four counterparties (lenders).
General statements regarding loan and securities repurchase facilities
At June 30, 2020, we had $1.0 billion in fair value of Trust Certificates and loans pledged against our borrowings under the Loan Repurchase Facilities and $242.3 million in fair value of SBC ABS and short term investments pledged against our securities repurchase agreement borrowings.
Under the Loan Repurchase Facilities and securities repurchase agreements, we may be required to pledge additional assets to our counterparties in the event that the estimated fair value of the existing pledged collateral under such agreements declines and such lenders demand additional collateral, which may take the form of additional assets or cash. Generally, the Loan Repurchase Facilities and securities repurchase agreements contain a LIBOR-based financing rate, term and haircuts depending on the types of collateral and the counterparties involved.
If the estimated fair values of the assets increase due to changes in market interest rates or other market factors, lenders may release collateral back to us. Margin calls may result from a decline in the value of the investments securing the Loan Repurchase Facilities and securities repurchase agreements, prepayments on the loans securing such investments and from changes in the estimated fair value of such investments generally due to principal reduction of such investments from scheduled amortization and resulting from changes in market interest rates and other market factors. Counterparties also may choose to increase haircuts based on credit evaluations of our Company and/or the performance of the assets in question. Historically, disruptions in the financial and credit markets have resulted in increased volatility in these levels, and this volatility could persist as market conditions continue to change. Should prepayment speeds on the mortgages underlying our investments or market interest rates suddenly increase, margin calls on the Loan Repurchase Facilities and securities repurchase agreements could result, causing an adverse change in our liquidity position. To date, we have satisfied all of our margin calls and have never sold assets in response to any margin call under these borrowings.
Our borrowings under repurchase agreements are renewable at the discretion of our lenders and, as such, our ability to roll-over such borrowings is not guaranteed. The terms of the repurchase transaction borrowings under our repurchase agreements generally conform to the terms in the standard master repurchase agreement as published by the Securities Industry and Financial Markets Association, as to repayment, margin requirements and the segregation of all assets we have initially sold under the repurchase transaction. In addition, each lender typically requires that we include supplemental terms and conditions to the standard master repurchase agreement. Typical supplemental terms and conditions, which differ by lender, may include changes to the margin maintenance requirements, required haircuts and purchase price maintenance requirements, requirements that all controversies related to the repurchase agreement be litigated in a particular jurisdiction, and cross default and setoff provisions.
JPMorgan credit facility
We renewed our master loan and security agreement with JPMorgan in June 2020 providing for a credit facility of up to $250 million. As of June 30, 2020, we had $34.5 million outstanding under this credit facility. The credit facility is
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structured as a secured loan facility in which ReadyCap Commercial, ReadyCap Lending and Sutherland 2016-1 JPM Grantor Trust act as borrowers. Under this facility, ReadyCap and Sutherland 2016-1 JPM Grantor Trust pledge loans guaranteed by the SBA under the SBA Section 7(a) Loan Program, SBA 504 loans and other loans which were part of the CIT loan acquisition. We act as a guarantor under this facility. The agreement contains financial maintenance covenants, which include (i) total stockholders’ equity must not be permitted to be less than the sum of (a) 60% of total stockholders’ equity as of the effective date of the facility plus (b) 50% of the net proceeds of any equity issuance after the effective date (ii) maximum leverage of 3:1 and (iii) liquidity equal to at least the lesser of (a) 4% of the sum of (without duplication) (1) any outstanding recourse indebtedness plus (2) amounts due under the repurchase agreement. The amended terms have an interest rate based on utilization ranging from one month LIBOR (reset daily), plus a spread. The term of the facility is one year, with an option to extend for an additional year.
At June 30, 2020, we had a leverage ratio of 2.1x on a recourse debt-to-equity basis.
We maintain certain assets, which, from time to time, may include cash, unpledged SBC loans, SBC ABS and short term investments (which may be subject to various haircuts if pledged as collateral to meet margin requirements) and collateral in excess of margin requirements held by our counterparties, or collectively, the “Cushion”, to meet routine margin calls and protect against unforeseen reductions in our borrowing capabilities. Our ability to meet future margin calls will be impacted by the Cushion, which varies based on the fair value of our investments, our cash position and margin requirements. Our cash position fluctuates based on the timing of our operating, investing and financing activities and is managed based on our anticipated cash needs. At June 30, 2020, we were in compliance with all debt covenants.
East West Bank credit facility
Our subsidiary, ReadyCap Lending, LLC entered into a senior secured revolving credit facility with East West Bank on July 13, 2018, which provides financing of up to $50.0 million. The agreement extends for two years, with an additional one year extension at the Company’s request and pays interest equal to the Prime Rate minus 0.821% on SBA 7(a) guaranteed loans and the Prime Rate plus 0.029% on unguaranteed loans.
Other credit facilities
GMFS funds its origination platform through warehouse lines of credit with five counterparties with total borrowings outstanding of $291.8 million at June 30, 2020. GMFS utilizes committed warehouse lines of credit agreements ranging from $40.0 million to $150.0 million, with expiration dates between September 2020 and September 2023. The lines of credit are collateralized by the underlying mortgages, related documents, and instruments, and contain a LIBOR-based financing rate and term, haircut and collateral posting provisions which depend on the types of collateral and the counterparties involved. These agreements contain covenants that include certain financial requirements, including maintenance of minimum liquidity, minimum tangible net worth, maximum debt to net worth ratio and current ratio and limitations on capital expenditures, indebtedness, distributions, transactions with affiliates and maintenance of positive net income, as defined in the agreements. We were in compliance with all significant debt covenants as of June 30, 2020.
Public offerings
Debt offerings
Convertible notes
On August 9, 2017, we closed an underwritten public sale of $115.0 million aggregate principal amount of its 7.00% convertible senior notes due 2023 (the “Convertible Notes”). The Convertible Notes will mature on August 15, 2023, unless earlier repurchased, redeemed or converted. During certain periods and subject to certain conditions, the Convertible Notes will be convertible by holders into shares of our common stock at an initial conversion rate of 1.4997 shares of common stock per $25 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $16.67 per share of common stock. Upon conversion, holders will receive, at our discretion, cash, shares of our common stock or a combination thereof.
We may, upon the satisfaction of certain conditions, redeem all or any portion of the Convertible Notes, at its option, on or after August 15, 2021, at a redemption price payable in cash equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest. Additionally, upon the occurrence of certain corporate
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transactions, holders may require us to purchase the Convertible Notes for cash at a purchase price equal to 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest.
As of June 30, 2020, we were in compliance with all covenants with respect to the Convertible Notes.
Corporate debt
On April 27, 2018, we completed the public offer and sale of $50.0 million aggregate principal amount of its 6.50% Senior Notes due 2021(the “2021 Notes”). We issued the 2021 Notes under a base indenture, dated August 9, 2017, as supplemented by the second supplemental indenture, dated as of April 27, 2018, between us and U.S. Bank National Association, as trustee. The 2021 Notes bear interest at a rate of 6.50% per annum, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, beginning on July 30, 2018. The 2021 Notes will mature on April 30, 2021, unless earlier redeemed or repurchased.
Prior to April 30, 2019, the 2021 Notes are not redeemable by us. We may redeem for cash all or any portion of the 2021 Notes, at its option, on or after April 30, 2019 and before April 30, 2020 at a redemption price equal to 101% of the principal amount of the 2021 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. On or after April 30, 2020, we may redeem for cash all or any portion of the 2021 Notes, at its option, at a redemption price equal to 100% of the principal amount of the 2021 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If we undergo a change of control repurchase event, holders may require it to purchase the 2021 Notes, in whole or in part, for cash at a repurchase price equal to 101% of the aggregate principal amount of the 2021 Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, as described in greater detail in the Indenture.
The 2021 Notes are our senior direct unsecured obligations and will not be guaranteed by any of its subsidiaries, except to the extent described in the Indenture upon the occurrence of certain events. The 2021 Notes rank equal in right of payment to any of our existing and future unsecured and unsubordinated indebtedness; effectively junior in right of payment to any of its existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness, other liabilities (including trade payables) and (to the extent not held by us) preferred stock, if any, of its subsidiaries.
On July 22, 2019, we completed the public offer and sale of $57.5 million aggregate principal amount of its 6.20% Senior Notes due 2026 (the “2026 Notes” and together with the 2021 Notes, the “Corporate Debt”), which includes $7.5 million aggregate principal amount of the 2026 Notes relating to the full exercise of the underwriters’ over-allotment option. The net proceeds from the sale of the 2026 Notes are approximately $55.3 million, after deducting underwriters’ discount and estimated offering expenses. We will contribute the net proceeds to Sutherland Partners, L.P. (the “Operating Partnership”), its operating partnership subsidiary, in exchange for the issuance by the Operating Partnership of a senior unsecured note with terms that are substantially equivalent to the terms of the 2026 Notes. The Operating Partnership intends to use the net proceeds to originate or acquire our target assets and for general business purposes.
The 2026 Notes bear interest at a rate of 6.20% per annum, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, beginning on October 30, 2019. The 2026 Notes will mature on July 30, 2026, unless earlier repurchased or redeemed.
We may redeem for cash all or any portion of the 2026 Notes, at its option, on or after July 30, 2022 and before July 30, 2025 at a redemption price equal to 101% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. On or after July 30, 2025, we may redeem for cash all or any portion of the 2026 Notes, at its option, at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If we undergo a change of control repurchase event, holders may require it to purchase the 2026 Notes, in whole or in part, for cash at a repurchase price equal to 101% of the aggregate principal amount of the 2026 Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, as described in greater detail in the Indenture.
The 2026 Notes are our senior unsecured obligations and will not be guaranteed by any of its subsidiaries, except to the extent described in the Indenture upon the occurrence of certain events. The 2026 Notes rank equal in right of payment to any of our existing and future unsecured and unsubordinated indebtedness; effectively junior in right of payment to any of its existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and
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structurally junior to all existing and future indebtedness, other liabilities (including trade payables) and (to the extent not held by us) preferred stock, if any, of its subsidiaries.
In December 2019, we completed the public offer and sale of $45.0 million aggregate principal amount of the 2026 Notes. The new notes have the same terms (expect with respect to issue date, issue price and the date from which interest will accrue) as, are fully fungible with and are treated as a single series of debt securities as, the 6.20% Senior Notes due 2026 we issued on July 22, 2019.
As of June 30, 2020, we were in compliance with all covenants with respect to the corporate debt.
Equity offering
In December 2019, we completed a public offering of 6,000,000 shares of our common stock at a public offering price of $15.30 per share and an additional 900,000 shares of common stock at a public offering price of $15.30 per share pursuant to the underwriter’s full exercise of the over-allotment option in January 2020. Proceeds, net of offering costs and expenses were $ 91.8 million and $13.8 million for December 2019 and January 2020, respectively. There were no equity offerings during 2018.
U.S. federal income tax proposed regulations
The discussion under the heading “Additional U.S. Federal Income Tax Considerations” in our Prospectus dated August 31, 2018, describes certain tax legislative changes applicable to us. As described in the discussion under the heading "Additional U.S. Federal Income Tax Considerations – U.S. Federal Income Tax Legislation – Income Accrual," we and our subsidiaries are required to recognize certain items of income for U.S. federal income tax purposes no later than we would report such items on our financial statements. Recently proposed Treasury regulations, which are not yet in effect but upon which taxpayers may rely, generally would exclude, among other items, original issue discount and market discount income from the applicability of this rule
Other long term financing
ReadyCap Holdings’ 7.50% senior secured notes due 2022
During 2017, ReadyCap Holdings LLC, a subsidiary of the Company, issued $140.0 million in 7.50% Senior Secured Notes due 2022. On January 30, 2018 ReadyCap Holdings LLC, issued an additional $40.0 million in aggregate principal amount of 7.50% Senior Secured Notes due 2022, which have identical terms (other than issue date and issue price) to the notes issued during 2017 (collectively “the Senior Secured Notes”). The additional $40.0 million in Senior Secured Notes were priced with a yield to par call date of 6.5%. Payments of the amounts due on the Senior Secured Notes are fully and unconditionally guaranteed by the Company and its subsidiaries: Sutherland Partners LP, Sutherland Asset I, LLC, and ReadyCap Commercial. The funds were used to fund new SBC and SBA loan originations and new SBC loan acquisitions.
The Senior Secured Notes bear interest at 7.50% per annum payable semiannually on each February 15 and August 15, beginning on August 15, 2017. The Senior Secured Notes will mature on February 15, 2022, unless redeemed or repurchased prior to such date. ReadyCap Holdings may redeem the Senior Secured Notes prior to November 15, 2021, at its option, in whole or in part at any time and from time to time, at a price equal to 100% of the outstanding principal amount thereof, plus the applicable “make-whole” premium as of, and unpaid interest, if any, accrued to, the redemption date. On and after November 15, 2021, ReadyCap Holdings may redeem the Senior Secured Notes, at its option, in whole or in part at any time and from time to time, at a price equal to 100% of the outstanding principal amount thereof plus unpaid interest, if any, accrued to the redemption date.
ReadyCap Holdings’ and the Guarantors’ respective obligations under the Senior Secured Notes and the Guarantees are secured by a perfected first-priority lien on the capital stock of ReadyCap Holdings and ReadyCap Commercial and certain other assets owned by certain of our Company’s subsidiaries as described in greater detail in our Current Report on Form 8-K filed on June 15, 2017. The Senior Secured Notes were issued pursuant to an indenture (the "Indenture") and a first supplemental indenture (the "First Supplemental Indenture"), which contains covenants that, among other things: (i) limit the ability of our Company and its subsidiaries (including ReadyCap Holdings and the other Guarantors) to incur additional indebtedness; (ii) require that our Company maintain, on a consolidated basis, quarterly compliance with the applicable consolidated recourse indebtedness to equity ratio of our Company and consolidated indebtedness to equity
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ratio of our Company and specified ratios of our Company’s stockholders’ equity to aggregate principal amount of the outstanding Senior Secured Notes and our Company's consolidated unencumbered assets to aggregate principal amount of the outstanding Senior Secured Notes; (iii) limit the ability of ReadyCap Holdings and ReadyCap Commercial to pay dividends or distributions on, or redeem or repurchase, the capital stock of ReadyCap Holdings or ReadyCap Commercial; (iv) limit (1) ReadyCap's Holdings ability to create or incur any lien on the collateral and (2) unless the Senior Secured Notes are equally and ratably secured, (a) ReadyCap's Holdings ability to create or incur any lien on the capital stock of its wholly-owned subsidiary, ReadyCap Lending and (b) ReadyCap's Holdings ability to permit ReadyCap Lending to create or incur any lien on its assets to secure indebtedness of its affiliates other than its subsidiaries or any securitization entity; and (v) limit ReadyCap Holding's and the Guarantors' ability to consolidate, merge or transfer all or substantially all of ReadyCap' Holdings and the Guarantors’ respective properties and assets. The First Supplemental Indenture also requires that our Company ensure that the Replaceable Collateral Value (as defined therein) is not less than the aggregate principal amount of the Senior Secured Notes outstanding as of the last day of each of our Company's fiscal quarters.
As of June 30, 2020, we were in compliance with all covenants with respect to the Senior Secured Notes.
Securitization transactions
Our Manager’s extensive experience in loan acquisition, origination, servicing and securitization strategies has enabled us to complete several securitizations of SBC and SBA loan assets since January 2011. These securitizations allow us to match fund the SBC and SBA loans on a long-term, non-recourse basis. The assets pledged as collateral for these securitizations were contributed from our portfolio of assets. By contributing these SBC and SBA assets to the various securitizations, these transactions created capacity for us to fund other investments.
The following table presents information on the securitization structures and related issued tranches of notes to investors:
We used the proceeds from the sale of the tranches issued to purchase and originate SBC and SBA loans. We are the primary beneficiary of all firm sponsored securitizations, therefore they are consolidated in our financial statements.
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CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS
Other than the items referenced above, there have been no material changes to our contractual obligations for the three and six months ended June 30, 2020. See Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations" in the Company's annual report on Form 10-K for further details.
As of the date of this quarterly report on Form 10-Q, we had no off-balance sheet arrangements, other than as disclosed.
CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES
Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We believe that all of the decisions and assessments upon which our financial statements are based were reasonable at the time made, based upon information available to us at that time. The following discussion describes the critical accounting estimates that apply to our operations and require complex management judgment. This summary should be read in conjunction with a more complete discussion of our accounting policies and use of estimates included in “Notes to Consolidated Financial Statements, Note 3 – Summary of Significant Accounting Policies” included in Item 8, “Financial Statements and Supplementary Data,” in our 2019 annual report on Form 10-K.
Loan impairment and allowance for loan losses
The allowance for loan losses is intended to provide for credit losses inherent in the loans, held-for-investment portfolio and is reviewed quarterly for adequacy considering credit quality indicators, including probable and historical losses, collateral values, loan-to-value (“LTV”) ratio and economic conditions. The allowance for loan losses is increased through provisions for loan losses charged to earnings and reduced by charge-offs, net of recoveries.
On January 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments-Credit Losses, and subsequent amendments (“ASU 2016-13”), which replaces the incurred loss methodology with an expected loss model known as the Current Expected Credit Loss ("CECL") model. CECL amends the previous credit loss model to reflect a reporting entity's current estimate of all expected credit losses, not only based on historical experience and current conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost. The allowance for loan losses required under ASU 2016-13 is deducted from the respective loans’ amortized cost basis on our unaudited consolidated balance sheets. The guidance also requires a cumulative-effect adjustment to retained earnings as of the beginning of the reporting period of adoption.
In connection with the Company’s adoption of ASU 2016-13 on January 1, 2020, the Company implemented new processes including the utilization of loan loss forecasting models, updates to the Company’s reserve policy documentation, changes to internal reporting processes and related internal controls. The Company has implemented loan loss forecasting models for estimating expected life-time credit losses, at the individual loan level, for its loan portfolio. The CECL forecasting methods used by the Company include (i) a probability of default and loss given default method using underlying third-party CMBS/CRE loan database with historical loan losses from 1998 to 2019 and (ii) probability weighted expected cash flow method, depending on the type of loan and the availability of relevant historical market loan loss data. The Company might use other acceptable alternative approaches in the future depending on, among other factors, the type of loan, underlying collateral, and availability of relevant historical market loan loss data.
The Company estimates the CECL expected credit losses for its loan portfolio at the individual loan level. Significant inputs to the Company’s forecasting methods include (i) key loan-specific inputs such as LTV, vintage year, loan-term, underlying property type, occupancy, geographic location, and others, and (ii) a macro-economic forecast. These estimates may change in future periods based on available future macro-economic data and might result in a material change in the Company’s future estimates of expected credit losses for its loan portfolio.
In certain instances, the Company considers relevant loan-specific qualitative factors to certain loans to estimate its CECL expected credit losses. The Company considers loan investments that are both (i) expected to be substantially repaid through the operation or sale of the underlying collateral, and (ii) for which the borrower is experiencing financial
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difficulty, to be “collateral-dependent” loans. For such loans that the Company determines that foreclosure of the collateral is probable, the Company measures the expected losses based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. For collateral-dependent loans that the Company determines foreclosure is not probable, the Company applies a practical expedient to estimate expected losses using the difference between the collateral’s fair value (less costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost basis of the loan.
While we have a formal methodology to determine the adequate and appropriate level of the allowance for loan losses, estimates of inherent loan losses involve judgment and assumptions as to various factors, including current economic conditions. Our determination of adequacy of the allowance for loan losses is based on quarterly evaluations of the above factors. Accordingly, the provision for loan losses will vary from period to period based on management's ongoing assessment of the adequacy of the allowance for loan losses.
Significant judgment is required when evaluating loans for impairment; therefore, actual results over time could be materially different. Refer to “Notes to Consolidated Financial Statements, Note 6 – Loans and Allowance for Loan Losses” included in Item 8, “Financial Statements and Supplementary Data,” in this quarterly report on Form 10-Q for results of our loan impairment evaluation.
Valuation of financial assets and liabilities carried at fair value
We measure our MBS, derivative assets and liabilities, residential mortgage servicing rights, and any assets or liabilities where we have elected the fair value option at fair value, including certain loans we have originated that are expected to be sold to third parties or securitized in the near term.
We have established valuation processes and procedures designed so that fair value measurements are appropriate and reliable, that they are based on observable inputs where possible, and that valuation approaches are consistently applied, and the assumptions and inputs are reasonable. We also have established processes to provide that the valuation methodologies, techniques and approaches for investments that are categorized within Level 3 of the ASC 820 Fair Value Measurement fair value hierarchy (the “fair value hierarchy”) are fair, consistent and verifiable. Our processes provide a framework that ensures the oversight of our fair value methodologies, techniques, validation procedures, and results.
When actively quoted observable prices are not available, we either use implied pricing from similar assets and liabilities or valuation models based on net present values of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors. Refer to “Notes to Consolidated Financial Statements, Note 7 – Fair Value Measurements” included in Item 8, “Financial Statements and Supplementary Data,” in this annual report on Form 10-K for a more complete discussion of our critical accounting estimates as they pertain to fair value measurements.
Servicing rights impairment
Servicing rights, at amortized cost, are initially recorded at fair value and subsequently carried at amortized cost. We have elected the fair value option on our residential mortgage servicing rights, which are not subject to impairment.
For purposes of testing our servicing rights, carried at amortized cost, for impairment, we first determine whether facts and circumstances exist that would suggest the carrying value of the servicing asset is not recoverable. If so, we then compare the net present value of servicing cash flow with its carrying value. The estimated net present value of servicing cash flows of the intangibles is determined using discounted cash flow modeling techniques which require management to make estimates regarding future net servicing cash flows, taking into consideration historical and forecasted loan prepayment rates, delinquency rates and anticipated maturity defaults. If the carrying value of the servicing rights exceeds the net present value of servicing cash flows, the servicing rights are considered impaired and an impairment loss is recognized in earnings for the amount by which carrying value exceeds the net present value of servicing cash flows. We monitor the actual performance of our servicing rights by regularly comparing actual cash flow, credit, and prepayment experience to modeled estimates.
Significant judgment is required when evaluating servicing rights for impairment; therefore, actual results over time could be materially different. Refer to “Notes to Consolidated Financial Statements, Note 9 – Servicing Rights” included in Item 8, “Financial Statements and Supplementary Data,” in this annual report on Form 10-K for a more complete discussion of our critical accounting estimates as they pertain to servicing rights impairment.
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Refer to “Notes to Consolidated Financial Statements, Note 4– Recently Issued Accounting Pronouncements” included in Item 8, “Financial Statements and Supplementary Data,” in this annual report on Form 10-K for a discussion of recent accounting developments and the expected impact to the Company.
INFLATION
Virtually all of our assets and liabilities are and will be interest rate sensitive in nature. As a result, interest rates and other factors influence our performance far more than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Our consolidated financial statements are prepared in accordance with U.S. GAAP and our activities and balance sheet shall be measured with reference to historical cost and/or fair market value without considering inflation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we enter into transactions in various financial instruments that expose us to various types of risk, both on and off balance sheet, which are associated with such financial instruments and markets for which we invest. These financial instruments expose us to varying degrees of market risk, credit risk, interest rate risk, liquidity risk, off balance sheet risk and prepayment risk. Many of these risks have been magnified due to the continuing economic disruptions caused by the COVID-19 pandemic; however, while we continue to monitor the pandemic its impact on such risks remains uncertain and difficult to predict.
Market risk
Market risk is the potential adverse changes in the values of the financial instrument due to unfavorable changes in the level or volatility of interest rates, foreign currency exchange rates, or market values of the underlying financial instruments. We attempt to mitigate our exposure to market risk by entering into offsetting transactions, which may include purchase or sale of interest bearing securities and equity securities.
Credit risk
We are subject to credit risk in connection with our investments in SBC loans and SBC ABS and other target assets we may acquire in the future. The credit risk related to these investments pertains to the ability and willingness of the borrowers to pay, which is assessed before credit is granted or renewed and periodically reviewed throughout the loan or security term. We believe that loan credit quality is primarily determined by the borrowers’ credit profiles and loan characteristics. We seek to mitigate this risk by seeking to acquire assets at appropriate prices given anticipated and unanticipated losses and by deploying a value-driven approach to underwriting and diligence, consistent with our historical investment strategy, with a focus on projected cash flows and potential risks to cash flow. We further mitigate our risk of potential losses while managing and servicing our loans by performing various workout and loss mitigation strategies with delinquent borrowers. Nevertheless, unanticipated credit losses could occur which could adversely impact operating results.
The COVID-19 pandemic has adversely impacted the commercial real estate markets, causing reduced occupancy, requests from tenants for rent deferral or abatement, and delays in property renovations currently planned or underway. These negative conditions may persist into the future and impair borrower’s ability to pay principal and interest due under our loan agreements. We maintain robust asset management relationships with our borrowers and have leveraged these relationships to address the potential impact of the COVID-19 pandemic on our loans secured by properties experiencing cash flow pressure, most significantly hospitality and retail assets. Some of our borrowers have indicated that due to the impact of the COVID-19 pandemic, they will be unable to timely execute their business plans, have had to temporarily close their businesses, or have experienced other negative business consequences and have requested temporary interest deferral or forbearance, or other modifications of their loans. Accordingly, we have discussed with our borrowers potential near-term defensive loan modifications, which could include repurposing of reserves, temporary deferrals of interest, or performance test or covenant waivers on loans collateralized by assets directly impacted by the COVID-19 pandemic, and which would typically be coupled with an additional equity commitment and/or guaranty from sponsors. As of June 30, 2020, approximately 8% of the loans in our commercial real estate portfolio are in forebearance plans. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments.
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Interest rate risk
Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control.
Our operating results will depend, in part, on differences between the income from our investments and our financing costs. Our debt financing is based on a floating rate of interest calculated on a fixed spread over the relevant index, subject to a floor, as determined by the particular financing arrangement. The general impact of changing interest rates are discussed above under “— Factors Impacting Operating Results — Changes in Market Interest Rates.” In the event of a significant rising interest rate environment and/or economic downturn, defaults could increase and result in credit losses to us, which could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects. Furthermore, such defaults could have an adverse effect on the spread between our interest-earning assets and interest-bearing liabilities.
Additionally, non-performing SBC loans are not as interest rate sensitive as performing loans, as earnings on non-performing loans are often generated from restructuring the assets through loss mitigation strategies and opportunistically disposing of them. Because non-performing SBC loans are short-term assets, the discount rates used for valuation are based on short-term market interest rates, which may not move in tandem with long-term market interest rates. A rising rate environment often means an improving economy, which might have a positive impact on commercial property values, resulting in increased gains on the disposition of these assets. While rising rates could make it more costly to refinance these assets, we expect that the impact of this would be mitigated by higher property values. Moreover, small business owners are generally less interest rate sensitive than large commercial property owners, and interest cost is a relatively small component of their operating expenses. An improving economy will likely spur increased property values and sales, thereby increasing the need for SBC financing.
The following table projects the impact on our interest income and expense for the twelve month period following June 30, 2020, assuming an immediate increase or decrease of 25, 50, 75 and 100 basis points in LIBOR:
Such hypothetical impact of interest rates on our variable rate debt does not consider the effect of any change in overall economic activity that could occur in a rising interest rate environment. Further, in the event of such a change in interest rates, we may take actions to further mitigate our exposure to such a change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in our financial structure.
Liquidity risk
Liquidity risk arises in our investments and the general financing of our investing activities. It includes the risk of not being able to fund acquisition and origination activities at settlement dates and/or liquidate positions in a timely manner at a reasonable price, in addition to potential increases in collateral requirements during times of heightened market volatility. If we were forced to dispose of an illiquid investment at an inopportune time, we might be forced to do so at a substantial discount to the market value, resulting in a realized loss. We attempt to mitigate our liquidity risk by regularly monitoring the liquidity of our investments in SBC loans, ABS and other financial instruments. Factors such as our expected exit strategy for, the bid to offer spread of, and the number of broker dealers making an active market in a particular strategy and the availability of long-term funding, are considered in analyzing liquidity risk. To reduce any perceived disparity between the liquidity and the terms of the debt instruments in which we invest, we attempt to minimize our reliance on
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short-term financing arrangements. While we may finance certain investment in security positions using traditional margin arrangements and reverse repurchase agreements, other financial instruments such as collateralized debt obligations, and other longer-term financing vehicles may be utilized to attempt to provide us with sources of long-term financing.
Prepayment risk
Prepayment risk is the risk that principal will be repaid at a different rate than anticipated, causing the return on certain investments to be less than expected. As we receive prepayments of principal on our assets, any premiums paid on such assets are amortized against interest income. In general, an increase in prepayment rates accelerates the amortization of purchase premiums, thereby reducing the interest income earned on the assets. Conversely, discounts on such assets are accreted into interest income. In general, an increase in prepayment rates accelerates the accretion of purchase discounts, thereby increasing the interest income earned on the assets.
SBC loan and ABS extension risk
Our Manager computes the projected weighted-average life of our assets based on assumptions regarding the rate at which the borrowers will prepay the mortgages or extend. If prepayment rates decrease in a rising interest rate environment or extension options are exercised, the life of the fixed-rate assets could extend beyond the term of the secured debt agreements. This could have a negative impact on our results of operations. In some situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses.
Real estate risk
The market values of commercial mortgage assets are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses.
Fair value risk
The estimated fair value of our investments fluctuates primarily due to changes in interest rates and other factors. Generally, in a rising interest rate environment, the estimated fair value of the fixed-rate investments would be expected to decrease; conversely, in a decreasing interest rate environment, the estimated fair value of the fixed-rate investments would be expected to increase. As market volatility increases or liquidity decreases, the fair value of our assets recorded and/or disclosed may be adversely impacted. Our economic exposure is generally limited to our net investment position as we seek to fund fixed rate investments with fixed rate financing or variable rate financing hedged with interest rate swaps.
Counterparty risk
We finance the acquisition of a significant portion of our commercial and residential mortgage loans, MBS and other assets with our repurchase agreements and credit facilities. In connection with these financing arrangements, we pledge our mortgage loans and securities as collateral to secure the borrowings. The amount of collateral pledged will typically exceed the amount of the borrowings (i.e. the haircut) such that the borrowings will be over-collateralized. As a result, we are exposed to the counterparty if, during the term of the financing, a lender should default on its obligation and we are not able to recover our pledged assets. The amount of this exposure is the difference between the amount loaned to us plus interest due to the counterparty and the fair value of the collateral pledged by us to the lender including accrued interest receivable on such collateral.
We are exposed to changing interest rates and market conditions, which affects cash flows associated with borrowings. We enter into derivative instruments, such as interest rate swaps and credit default swaps (“CDS”), to mitigate these risks. Interest rate swaps are used to mitigate the exposure to changes in interest rates and involve the receipt of variable-rate interest amounts from a counterparty in exchange for us making payments based on a fixed interest rate over the life of the swap contract. CDSs are executed in order to mitigate the risk of deterioration in the current credit health of the commercial mortgage market.
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Certain of our subsidiaries have entered into over-the-counter interest rate swap agreements to hedge risks associated with movements in interest rates. Because certain interest rate swaps were not cleared through a central counterparty, we remain exposed to the counterparty's ability to perform its obligations under each such swap and cannot look to the creditworthiness of a central counterparty for performance. As a result, if an over-the-counter swap counterparty cannot perform under the terms of an interest rate swap, our subsidiary would not receive payments due under that agreement, we may lose any unrealized gain associated with the interest rate swap and the hedged liability would cease to be hedged by the interest rate swap. While we would seek to terminate the relevant over-the-counter swap transaction and may have a claim against the defaulting counterparty for any losses, including unrealized gains, there is no assurance that we would be able to recover such amounts or to replace the relevant swap on economically viable terms or at all. In such case, we could be forced to cover our unhedged liabilities at the then current market price. We may also be at risk for any collateral we have pledged to secure our obligations under the over-the-counter interest rate swap if the counterparty becomes insolvent or files for bankruptcy. Therefore, upon a default by an interest rate swap agreement counterparty, the interest rate swap would no longer mitigate the impact of changes in interest rates as intended.
The following table summarizes the Company’s exposure to its repurchase agreements and credit facilities counterparties at June 30, 2020:
The following table presents information with respect to any counterparty for repurchase agreements for which our Company had greater than 5% of stockholders’ equity at risk in the aggregate at June 30, 2020:
Capital market risk
We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of our common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under repurchase obligations or other financing arrangements. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing, and terms of capital we raise.
Off balance sheet risk
Off balance sheet risk refers to situations where the maximum potential loss resulting from changes in the level or volatility of interest rates, foreign currency exchange rates or market values of the underlying financial instruments may result in changes in the value of a particular financial instrument in excess of the reported amounts of such assets and liabilities currently reflected in the accompanying consolidated balance sheets.
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Inflation risk
Most of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors influence our performance significantly more than inflation does. Changes in interest rates may correlate with inflation rates and/or changes in inflation rates. Our consolidated financial statements are prepared in accordance with U.S. GAAP and our distributions are determined by our board of directors consistent with our obligation to distribute to our stockholders at least 90% of our REIT taxable income on an annual basis in order to maintain our REIT qualification; in each case, our activities and balance sheet are measured with reference to historical cost and/or fair value without considering inflation.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Securities Exchange Act of 1934, as amended (the "Exchange Act"), reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of "disclosure controls and procedures" as promulgated under the Exchange Act and the rules and regulations thereunder. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company, including its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of June 30, 2020. Based on the foregoing, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the three and six months ended June 30, 2020 that have materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Currently, no material legal proceedings are pending or, to our knowledge, threatened against us.
Item 1A. Risk Factors
See the Company's Annual Report on Form 10-K for the year ended December 31, 2019. The following risk factors are added to the Company’s risk factors previously disclosed. You should be aware that these risk factors and other information may not describe every risk facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
The current outbreak of COVID-19 has caused severe disruptions in the U.S. and global economy and to our business, and may continue to have an adverse impact on our performance, financial condition and results of operations.
The recent outbreak of COVID-19 in many countries continues to adversely impact global economic activity and has contributed to significant volatility in financial markets. On March 11, 2020, the World Health Organization publicly characterized COVID-19 as a pandemic. On March 13, 2020, the President of the United States declared the COVID-19 outbreak a national emergency. The global impact of the outbreak has been rapidly evolving, and as cases of the virus increased around the world, governments and organizations have implemented a variety of actions to mobilize efforts to mitigate the ongoing and expected impact. Many governments have reacted by instituting quarantines, restrictions on travel, school closures, bans on public events and on public gatherings, “shelter in place” or “stay at home” rules,
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restrictions on types of business that may continue to operate, and/or restrictions on types of construction projects that may continue. Although, in certain cases, exceptions may be available for certain essential operations and businesses, and in other cases certain of these restrictions are beginning to be eased, there is no assurance that such exceptions or easing of restrictions will enable us to avoid adverse effects to our results of operations and business. Further, such actions have created, and expect to continue to create, disruption in real estate financing transactions and the commercial real estate market and adversely impact a number of industries, including many small businesses throughout the United States. The outbreak has triggerd a period of economic slowdown and experts are uncertain as to how long these conditions may last.
In the United States, there have been a number of federal, state and local government initiatives applicable to a significant number of mortgage loans, to manage the spread of the virus and its impact on the economy, financial markets and continuity of businesses of all sizes and industries. On March 27, 2020, the U.S. Congress approved, and President Trump signed into law, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act provides approximately $2 trillion in financial assistance to individuals and businesses resulting from the outbreak of COVID-19. The CARES Act, among other things, provides certain measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing and loan forgiveness and/or forbearance. Although this action by the federal government, together with other actions taken at the federal, regional and local levels, are intended to support these economies, there is no guarantee that such measures will provide sufficient relief to avoid continued adverse effects on the economy and potentially a recession. Similar actions have been taken by governments around the globe but as is the case in the United States there is no assurance that such measures will prevent further economic disruptions, which may be significant, around the world.
We believe that both our and our Manager’s ability to operate, our level of business activity and the profitability of our business, as well as the values of, and the cash flows from, the assets we own have been, and will continue to be, impacted by the effects of COVID-19 and could in the future be impacted by another pandemic or other major public health issues. While we have implemented risk management and contingency plans and taken preventive measures and other precautions, no predictions of specific scenarios can be made with respect to the COVID-19 pandemic and such measures may not adequately predict the impact on our business from such events.
The effects of COVID-19 have adversely impacted the value of our assets, our business, financial condition and results of operations and cash flows, and both our and our Manager’s ability to operate successfully. Some of the factors that impacted us to date and may continue to affect us include the following:
| ● | to the extent the value of commercial real estate declines, which would also likely negatively impact the value of the loans we own, we could become subject to additional margin calls under our repurchase agreements; |
| ● | our ability to continue to satisfy any additional margin calls from our lenders and to the extent we are unable to satisfy any such margin calls, any acceleration of our indebtedness, increase in the interest rate on advanced funds, termination of our ability to borrow funds from them, or foreclosure by our lenders on our assets; |
| ● | difficulty accessing debt and equity capital on attractive terms, or at all; |
| ● | a severe disruption and instability in the financial markets or deteriorations in credit and financing conditions may jeopardize the solvency and financial wherewithal of counterparties with whom we do business, including our borrowers and could affect our or our counterparties’ ability to make regular payments of principal and interest (whether due to an inability to make such payments, an unwillingness to make such payments, or a waiver of the requirement to make such payments on a timely basis or at all) and our ability to recover the full value of our loan, thus reducing our earnings and liquidity; |
| ● | unavailability of information, resulting in restricted access to key inputs used to derive certain estimates and assumptions made in connection with evaluating our loans for impairments and establishing allowances for loan losses; |
| ● | our ability to remain in compliance with the financial covenants under our borrowings, including in the event of impairments in the value of the loans we own; |
| ● | disruptions to the efficient function of our operations because of, among other factors, any inability to access short-term or long-term financing for the loans we make; |
| ● | our need to sell assets, including at a loss; |
| ● | to the extent we elect or are forced to reduce our loan origination activities, such as the curtailment in the origination of purchased future receivables during the second quarter of 2020; |
| ● | inability of other third-party vendors we rely on to conduct our business to operate effectively and continue to support our business and operations, including vendors that provide IT services, legal and accounting services, or other operational support services; |
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| ● | effects of legal and regulatory responses to concerns about the COVID-19 pandemic and related public health issues, which could result in additional regulation or restrictions affecting the conduct of our business; and |
| ● | our ability to ensure operational continuity in the event our business continuity plan is not effective or ineffectually implemented or deployed during a disruption. |
The rapid development and fluidity of the circumstances resulting from this pandemic precludes any prediction as to the ultimate adverse impact of COVID-19. There are no comparable recent events which provide guidance as to the effect of the spread of COVID-19 and a pandemic on our business. Nevertheless, COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas present material uncertainty and risk with respect to our performance, financial condition, volume of business, results of operations and cash flows. Moreover, many risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 should be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic.
Our distributions are driven by a variety of factors, including our minimum distribution requirements under the REIT tax laws and our REIT taxable income (including certain items of non-cash income) as calculated pursuant to the Code. We are generally required to distribute to our stockholders at least 90% of our REIT taxable income, although our reported financial results for GAAP purposes may differ materially from our REIT taxable income.
In the year ended December 31, 2019, we paid $63.3 million of cash distributions on our common stock, representing cumulative distributions of $1.60 per share. On March 11, 2020, the Company's Board of Directors declared a quarterly cash dividend of $0.40 per share of common stock. On March 20, 2020, the Company announced that the dividend would be paid in a combination of cash and common stock on April 30, 2020 to common stockholders of record as of the close of business of March 31, 2020, which resulted in the issuance of approximately 2.8 million shares of common stock on April 30, 2020. On June 15, 2020, the Company's Board of Directors declared a quarterly cash dividend of $0.25 per share of common stock to common stockholders of record as of the close of business on June 30, 2020.
We continue to prudently evaluate our liquidity and review the ability and advisability of paying distributions in the future in light of our financial condition and the applicable minimum distribution requirements under applicable REIT tax laws and regulations. Our ability to continue to pay quarterly distributions in 2020 may be adversely affected by a number of factors, including the risk factors described in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2019. Further, we continue to monitor our cash balances and cash flows and may consider paying future distributions in shares of common stock, cash, or a combination of shares of common stock and cash. Any decision regarding the composition of such distributions will be made following an analysis and review of our liquidity, including our cash balances and cash flows, at the time of payment of the distribution. For example, we may determine to distribute shares of common stock in lieu of cash, or in combination with cash, in respect of our distribution obligations, which, among other things, could result in dilution to existing stockholders.
To the extent we determine that future distributions would represent a return of capital to investors or would not be required under applicable REIT tax laws and regulations, rather than the distribution of income, we may determine to discontinue distribution payments until such time that distributions would again represent a distribution of income or be required under applicable REIT tax laws and regulations. Any reduction or elimination of our payment of distributions would not only reduce the amount of distributions you would receive as a holder of our common stock, but could also have the effect of reducing the market price of our common stock and our ability to raise capital in future securities offerings.
In addition, the rate at which holders of our common stock are taxed on distributions we pay and the characterization of our distribution — be it ordinary income, capital gains, or a return of capital — could have an impact on the market price of our common stock. After we announce the expected characterization of distributions we have paid, the actual characterization (and, therefore, the rate at which holders of our common stock are taxed on the distributions they have received) could vary from our expectations, including due to errors, changes made in the course of preparing our corporate
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tax returns, or changes made in response to an audit by the Internal Revenue Service, or the IRS, with the result that holders of our common stock could incur greater income tax liabilities than expected.
We may satisfy the REIT 90% distribution test with taxable distributions of our common stock. The IRS has issued Revenue Procedure 2017-45 authorizing elective cash/stock distributions to be made by "publicly offered REITs." Pursuant to Revenue Procedure 2017-45, the IRS will treat the distribution of stock pursuant to an elective cash/stock distribution as a distribution of property under Section 301 of the Code (i.e., a distribution), as long as at least 20% of the total distribution is available in cash and certain other parameters detailed in the Revenue Procedure are satisfied.
If we make a taxable distribution payable in cash and common stock, taxable stockholders receiving such distributions will be required to include the full amount of the distribution as ordinary income to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, stockholders may be required to pay income tax with respect to such distributions in excess of the cash distributions received. If a U.S. stockholder sells the common stock that it receives as a distribution in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. federal income tax with respect to such distributions, including in respect of all or a portion of such distribution that is payable in common stock. If we make a taxable distribution payable in cash and our common stock and a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on distributions, it may put downward pressure on the trading price of our common stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
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Exhibit description |
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2.1 |
* |
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2.2 |
* |
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2.3 |
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* |
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10.1 |
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31.1 |
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
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32.2 |
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101.INS |
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Inline XBRL Instance Document |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
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Inline XBRL Taxonmy Extension Definition Linkbase Document |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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The cover page from this quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline XBRL (and contained in Exhibit 101). |
* Previously filed.
** This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ready Capital Corporation
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Date: August 7, 2020 |
By: |
/s/ Thomas E. Capasse |
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Thomas E. Capasse |
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Chairman of the Board and Chief Executive |
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(Principal Executive Officer) |
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Date: August 7, 2020 |
By: |
/s/ Andrew Ahlborn |
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Andrew Ahlborn |
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Chief Financial Officer |
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(Principal Accounting and Financial Officer) |
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